Resignation Agreement - Maytag Corp. and Lloyd D. Ward


                             RESIGNATION AGREEMENT                             ---------------------         This Resignation Agreement (this "Agreement") by and between MaytagCorporation, a Delaware corporation (the "Company") and Lloyd D. Ward (the"Executive"), is dated as of December 27, 2000 (the "Execution Date").         WHEREAS, the Executive has been employed by the Company as its ChiefExecutive Officer; and         WHEREAS, the Company and the Executive have agreed that it is in thebest interest of the Company and the Executive for the Executive to resign, andthey wish to set forth their mutual agreement as to the terms and conditions ofsuch resignation;         NOW, THEREFORE, the Company and the Executive hereby agree as follows:          1.   Resignation.  Effective as of November 8, 2000 (the "Resignation               -----------                                                     Date"), the Executive has resigned from his employment with the Company, fromhis position as a member and Chairman of the Board of Directors of the Company,and from all other positions the Executive then held as an officer or member ofthe board of directors of any of the Company's subsidiaries or affiliates (theCompany and all of its subsidiaries and affiliates are hereinafter referred toas the "Affiliated Entities").          2.   Severance Payments and Benefits.  (a)  On the Revocation Date               -------------------------------                              (as defined in Section 7, and for purposes of this Section 2 referred to as the"Payment Date"), the Company shall pay to the Executive a lump sum in cash of$1,742,500 consisting of the following (which is solely for explanation and notin limitation or expansion of the obligation to pay such amount):  (i) $62,500,which represents the balance of the Executive's unpaid base salary for the yearending December 31, 2000 at the rate of $750,000 per annum (the "Annual BaseSalary Rate"); (ii) the Executive's base salary for the two years endingDecember 31, 2002 at the Annual Base Salary Rate; and (iii) $180,000, whichrepresents the good-faith estimate by the Compensation Committee of the Board ofDirectors of the annual bonus for the year 2000 that the Executive would havereceived, if he had remained employed through December 31, 2000.Notwithstanding the foregoing, the Executive shall forfeit all rights under thepreceding sentence if he violates any of the covenants set forth in Section 6hereof (the "Covenants").               (b)  Until the first to occur of December 31, 2002 or theExecutive's death, the Company shall continue to provide the Executive and hiseligible dependents with medical, dental, vision and life insurance benefits onthe same terms and conditions as other employees of the Company, as in effectfrom time to time, as if he had remained employed during that period, subject tohis payment of such employee contributions, copayments and similar charges asapply to employees generally; provided, that such continued benefits shallterminate to the extent the Executive becomes eligible for the same type ofbenefits (i.e., medical, dental, vision and/or life insurance benefits) from          ----  another employer. Notwithstanding the foregoing, the Executive shall forfeit allrights under the preceding sentence if he violates any of the Covenants. Theperiod for the required continuation coverage under Section 601 et seq. of the                                                                ------ Employee Retirement Income Security Act of 1974, as amended, and Section 4980Bof the                                      -2- Internal Revenue Code of 1986, as amended (known as "COBRA" benefits), shall beconsidered to begin on the Resignation Date.               (c)  On the Payment Date the Company shall pay to the Executive alump sum in cash equal to the value, on the Execution Date, of the Executive'saccount under the Company's Deferred Compensation Plan, which payment shall bein satisfaction of any of the Executive's rights under the Company's DeferredCompensation Plan.  In addition, the Executive shall be entitled to receive hisvested benefits under the Company Employees Salary Savings Plan and EmployeeStock Ownership Plan, in accordance with the terms thereof.               (d)  Until December 31, 2002, the Company shall provide theExecutive with financial planning benefits in accordance with the terms of theCompany program in which the Executive participated immediately before theResignation Date.               (e)  The Company shall provide the Executive with tax returnpreparation services for tax year 2000 in accordance with the terms of theCompany program in which the Executive participated immediately before theResignation Date; provided, that in no event shall the cost of such servicesexceed $2,000.               (f)  The Company agrees to pay as incurred (within 10 daysfollowing the Company's receipt of an invoice from the Executive), all legalfees and expenses that the Executive incurs in connection with entering intothis Agreement; provided, that in no event shall the Company pay any such legalfees and expenses in excess of $40,000.               (g)  The Company agrees to provide the Executive with an officeand secretarial support services at a location selected by the Executive and noton the Company's premises for six months following the Resignation Date or suchlesser period as the Executive may require; provided, that in no event shall thecost of such office and secretarial support exceed $50,000.               (h)  The Executive shall retain his laptop computer; provided,that the Company shall arrange for removal from the hard drive of said computerany of its proprietary software and confidential and proprietary information.          3.   Equity and Performance Awards.  Exhibit A hereto sets forth a               -----------------------------                                complete list of all of the Executive's currently outstanding stock options,restricted stock, restricted stock units and performance incentive awards(collectively, the "Equity and Performance Awards") under the 1992 Stock OptionPlan for Employees and Key Executives (the "1992 Plan"), the 1996 Employee StockIncentive Plan (the "1996 Plan") and the Performance Incentive Award Plan.Notwithstanding any provision contained in the applicable agreement governingany Equity and Performance Award (an "Award Agreement"), the Equity andPerformance Awards shall be treated as set forth in this Section 3, and theapplicable Award Agreements are hereby amended to the extent necessary toimplement this Section 3.  The stock options listed as item 1 on Exhibit A shallremain exercisable through the close of business on February 8, 2001, and shallthen expire to the extent not previously exercised.  The stock options listed asitems 2, 3, 4, 5a, 6a, 6b, 6c, 7a, 7b, 7c and 8 of Exhibit A shall vest in full(to the extent not previously vested) on the Revocation Date (as defined inSection 7), and shall remain exercisable until December 31, 2002.  With respectto options listed as items 1, 2 and 3 of Exhibit A, the Company shall pay orreimburse the Executive for all brokerage commissions incurred by the Executivein                                       -3- connection with any broker cashless exercise thereof. The restricted stock andrestricted stock units listed as item 9 on Exhibit A shall vest and be settledin cash on the Payment Date, based on their fair market value on the ExecutionDate, at the maximum level of 10,403 shares and units (collectively). All otherEquity and Performance Awards shall be forfeited as of the Resignation Date.          4.   Mutual Nondisparagement.  (a)  The Executive shall not make,               -----------------------                                     participate in the making of, or encourage any other person to make, anystatements, written or oral, which criticize, disparage, or defame the goodwillor reputation of, or which are intended to embarrass or adversely affect themorale of, any of the Affiliated Entities or any of their respective present,former or future directors, officers, executives, employees and/or shareholders.The Executive further agrees not to make any negative statements, written ororal, relating to his employment, the termination of his employment, or anyaspect of the business of the Affiliated Entities.               (b)  The Company and the Company's executive officers shall notmake, participate in the making of, or encourage any employees or any otherperson to make, any statements, written or oral, which criticize, disparage, ordefame the reputation of, or which are intended to embarrass, the Executive. TheCompany and the Company's executive officers shall not make any negativestatements, written or oral, relating to the Executive's employment or thetermination of his employment. Notwithstanding the foregoing, nothing in thisSection 4(b) shall prohibit any of the Company's executive officers nor anymember of the Company's Board of Directors from making non-public statements toone another in the course of carrying out their duties as such.               (c)  Notwithstanding the foregoing, nothing in this Section 4shall prohibit any person from making truthful statements when required by orderof a court or other body having jurisdiction, or as otherwise may be required bylaw or legal process.          5.   Mutual Confidentiality. The existence of and terms and conditions               ----------------------                                 of this Agreement shall be held confidential by the parties hereto, except fordisclosure (i) by the Company as may be required by applicable securities laws,as determined by the Company upon the advice of counsel, (ii) by the Executiveto his legal and financial advisors and his spouse, each of whom shall beinstructed by the Executive to maintain the terms of this Agreement in strictconfidence in accordance with the terms hereof, (iii) by either party ifrequired by order of a court or other body having jurisdiction over such matter,and (iv) by either party with the written consent of the other. In addition, theExecutive shall hold in a fiduciary capacity for the benefit of the Company allsecret or confidential information, knowledge or data relating to the AffiliatedEntities and their respective businesses that he has obtained during hisemployment by the Company and the other Affiliated Entities that is not publicknowledge (other than as a result of the Executive's violation of this Section5) ("Confidential Information"). The Executive shall not communicate, divulge ordisseminate Confidential Information at any time, except with the prior writtenconsent of the Company or as otherwise required by law or legal process.          6.   The Executive's Covenants. (a) The Executive shall make himself               -------------------------                                available to the Company following the Resignation Date to assist the AffiliatedEntities, as may be requested by the Company at mutually convenient times andplaces, with respect to pending and future litigations, arbitrations,governmental investigations or other dispute resolutions relating to mattersthat arose during the Executive's employment with the Company. The                                      -4- Company will reimburse the Executive for all reasonable expenses and costs hemay incur as a result of providing assistance under this Section 6(a), uponreceipt of proper documentation thereof.               (b)  Non-Solicitation of Employees.  Until December 31, 2002, the                    -----------------------------                               Executive shall not solicit or encourage any officer, employee or consultant ofany of the Affiliated Entities to leave the employ of any of the AffiliatedEntities; provided, that advertising a position in public media shall not bedeemed to violate the foregoing.               (c)  Remedies. The Executive acknowledges and agrees that because                    --------   of the nature of the business in which the Company and the other AffiliatedEntities are engaged and because of the nature of the Confidential Informationto which the Executive has had access during his employment, it would beimpractical and excessively difficult to determine the actual damages of theCompany and the other Affiliated Entities in the event the Executive breachedany of the covenants of Sections 5 and 6(b), and remedies at law (such asmonetary damages) for any breach of the Executive's obligations under Sections 5and 6(b) would be inadequate. The Company acknowledges and agrees that it wouldbe impractical and excessively difficult to determine the actual damages of theExecutive in the event the Company breached any breach of the covenants ofSections 4 and 5, and remedies at law (such as monetary damages) for any breachof the Company's obligations under Sections 4 and 5 would be inadequate. Theparties therefore agree and consent that if either of them commits any suchbreach or threatens to commit any such breach, the other party shall have theright (in addition to, and not in lieu of, any other right or remedy that may beavailable to it) to temporary and permanent injunctive relief from a court ofcompetent jurisdiction, without posting any bond or other security and withoutthe necessity of proof of actual damage. With respect to any provision ofSections 4, 5 and 6(b) that is finally determined to be unenforceable, theExecutive and the Company hereby agree that this Agreement or any provisionhereof may be reformed so that it is enforceable to the maximum extent permittedby law. If any of the covenants of Sections 4, 5 and 6(b) is determined to bewholly or partially unenforceable in any jurisdiction, such determination shallnot be a bar to or in any way diminish the Company's right to enforce any suchcovenant in any other jurisdiction.          7.   Release. General Release; Time to Consider and Cancel the               -------  ------------------------------------------------Agreement; Age Discrimination in Employment Act Waiver. (a) The Executive, on------------------------------------------------------behalf of himself and his successors, assigns, heirs and any and all otherpersons claiming through the Executive, if any, and each of them, shall and doeshereby forever relieve, release, and discharge the Company and the otherAffiliated Entities and their respective predecessors, successors, assigns,owners, attorneys, representatives, affiliates, parent corporations,subsidiaries (whether or not wholly-owned), divisions, partners and theirofficers, directors, agents, employees, servants, executors, administrators,accountants, investigators, insurers, and any and all other related individualsand entities, if any, and each of them, in any and all capacities, from any andall claims, debts, liabilities, demands, obligations, liens, promises, acts,agreements, costs and expenses (including, but not limited to, attorneys' fees),damages, actions and causes of action, of whatever kind or nature, including,without limitation, any statutory, civil or administrative claim, or any claim,arising out of acts or omissions occurring before the execution of thisAgreement, whether known or unknown, suspected or unsuspected, fixed orcontingent, apparent or concealed (collectively referred to as "claims"),including, but not limited to, any claims based on, arising out of, related toor connected with the subject matter of the Change of Control Agreement dated                                       -5- as of July 25, 1997 between the Executive and the Company (the "Change ofControl Agreement"), this Agreement, the Executive's employment or thetermination thereof, and any and all facts in any manner arising out of, relatedto or connected with the Executive's employment with, or termination ofemployment from, the Company and its subsidiaries and affiliates, including, butnot limited to, any claims arising from rights under federal, state, and locallaws prohibiting discrimination on the basis of race, national origin, sex,religion, age, marital status, pregnancy, handicap, ancestry, sexualorientation, or any other form of discrimination, and any common law claims ofany kind, including, but not limited to, contract, tort, and property rightsincluding, but not limited to, breach of contract, breach of the impliedcovenant of good faith and fair dealing, tortious interference with contract orcurrent or prospective economic advantage, fraud, deceit, misrepresentation,defamation, wrongful termination, infliction of emotional distress, breach offiduciary duty, and any other common law claim of any kind whatever.               (b)  The Executive expressly waives any and all rights under anyapplicable law with respect to claims that he does not know or suspect to existin his favor at the time of executing this release, even though if known by him,such claims must have materially affected his settlement with the Company.               (c)  In addition to the release set forth above in this Section7, the Executive hereby voluntarily and knowingly waives all rights or claimsarising under the Federal Age Discrimination in Employment Act. This waiver isgiven only in exchange for consideration in addition to anything of value towhich the Executive would have been entitled absent this Agreement. Such waiverdoes not waive rights or claims which may arise after the date of execution ofthis Agreement. The Executive acknowledges that: (i) this entire Agreement iswritten in a manner calculated to be understood by him; (ii) he has been advisedto consult with an attorney before executing this Agreement; (iii) he was givena period of twenty-one days within which to consider this Agreement; and (iv) tothe extent he executes this Agreement before the expiration of the twenty-one-day period, he does so knowingly and voluntarily and only after consulting hisattorney. The Executive shall have the right to cancel and revoke this Agreementduring a period of seven days following his execution of this Agreement, andthis Agreement shall not become effective, and no money shall be paid hereunder,until the day after the expiration of such seven-day period (the "RevocationDate"). The seven-day period of revocation shall commence upon the date ofexecution of this Agreement. In order to revoke this Agreement, the Executiveshall deliver to the Company, prior to the expiration of said seven-day period,a written notice of revocation. Upon such revocation, this Agreement shall benull and void and of no further force or effect.               (d)  Nothing herein shall be deemed to release the Company inrespect of the Executive's rights under this Agreement.               (e)  The Company, on behalf of itself and the other AffiliatedEntities, their respective successors and assigns, and any and all other personsclaiming through any Affiliated Entity, and each of them, shall and does herebyforever relieve, release, and discharge the Executive and his successors,assigns, and heirs, from any and all claims, debts, liabilities, demands,obligations, liens, promises, acts, agreements, costs and expenses (including,but not limited to, attorneys' fees), damages, actions and causes of action, ofwhatever kind or nature, including, without limitation, any statutory, civil oradministrative claim, or any claim, arising                                       -6- out of acts or omissions occurring before the execution of this Agreement,whether known or unknown, suspected or unsuspected, fixed or contingent,apparent or concealed (collectively referred to as "claims"), including, but notlimited to, any claims based on, arising out of, related to or connected withthe subject matter of the Change of Control Agreement, this Agreement, theExecutive's employment or the termination thereof, and any and all facts in anymanner arising out of, related to or connected with the Executive's employmentwith, or termination of employment from, the Company and its subsidiaries andaffiliates, including, but not limited to, statutory and common law claims ofany kind, including, but not limited to, contract, tort, and property rightsincluding, but not limited to, breach of contract, breach of the impliedcovenant of good faith and fair dealing, tortious interference with contract orcurrent or prospective economic advantage, fraud, deceit, misrepresentation,defamation, wrongful termination, infliction of emotional distress, breach offiduciary duty, and any other common law claim of any kind whatever.               (f)  The Company expressly waives any and all rights under anyapplicable law with respect to claims that it does not know or suspect to existin its favor at the time of executing this release, even though if known by it,such claims must have materially affected its settlement with the Executive.               (g)  The Company expressly releases the Executive from anynoncompetition covenants or agreements with the Company.          8.   Entire Agreement; Other Benefits.  This Agreement sets forth the               --------------------------------                                entire agreement of the Company and the Executive with respect to the subjectmatter hereof, and supersedes in its entirety the Change of Control Agreement,any severance plan of any of the Affiliated Entities.  Without limiting thegenerality of the foregoing, the Executive expressly acknowledges and agreesthat except as specifically set forth in this Agreement, he is not entitled toreceive any severance pay, severance benefits, compensation or employee benefitsof any kind whatsoever from any of the Affiliated Entities.          9.   Successors.  This Agreement is personal to the Executive and               ----------                                                  without the prior written consent of the Company shall not be assignable by theExecutive other than by will or the laws of descent and distribution.  ThisAgreement shall inure to the benefit of and be enforceable by the Executive'slegal representatives.  This Agreement shall inure to the benefit of and bebinding upon the Company and its successors.          10.  Amendment.  This Agreement may be amended, modified or changed               ---------                                                     only by a written instrument executed by the Executive and the Company.          11.  Governing Law; Consent to Suit.  (a)  This Agreement shall be               ------------------------------                               governed by and construed in accordance with the laws of the State of Delaware,without reference to principles of conflict of laws.  The captions of thisAgreement are not part of the provisions hereof and shall have no force oreffect.               (b)  The parties hereto irrevocably consent to jurisdiction inthe courts of the state of Delaware for resolution of any claim or disputearising hereunder, and such shall be the exclusive forum for the resolution ofsuch claim or dispute.                                      -7-           12.  Notices.  All notices and other communications hereunder shall be               -------                                                          in writing; shall be delivered by hand delivery to the other party or mailed byregistered or certified mail, return receipt requested, postage prepaid; shallbe deemed delivered upon actual receipt; and shall be addressed as follows:                    If to the Executive:                    Lloyd D. Ward                    1281 Gulford Mexico Drive, Unit 1001                    Longboat Key, Florida 34228                    With a copy to:                    J. Michael Schell                    Skadden, Arps, Slate, Meagher & Flom LLP                    Four Times Square                    New York, New York 10036                    and                    Regina Olshan                    Skadden, Arps, Slate, Meagher & Flom LLP                    Four Times Square                    New York, New York 10036                    If to the Company:                    Maytag Corporation                    403 West 4th Street North                    Newton, IA 50208                         Attention:                    With a copy to:                    Richard D. Katcher, Esq.                    Wachtell, Lipton, Rosen & Katz                    51 West 52nd Street                    New York, New York 10019or to such other address as either party shall have furnished to the other inwriting in accordance herewith.          13.  Tax Withholding.  Notwithstanding any other provision of this               ---------------                                              Agreement, the Company may withhold from any amounts payable under thisAgreement, or any other benefits received pursuant hereto, such minimum Federal,state and/or local taxes as shall be required to be withheld under anyapplicable law or regulation.                                      -8-           14.  Indemnification.  The Company hereby agrees that, with respect to               ---------------                                                  any threatened, pending or completed action or proceeding, whether civil,criminal, administrative or investigative (a "Proceeding") to which theExecutive is a party or is threatened to be made a party by reason of hisservice as a director, officer or employee of the Affiliated Entities, theExecutive is and shall be indemnified by the Company, including withoutlimitation against expenses (including attorneys' fees), judgments, fines andamounts paid in settlement actually and reasonably incurred by him in connectionwith the defense or settlement of such Proceeding, to the fullest extentpermitted by applicable law, the Company's by-laws and the Company's certificateof incorporation (each of such by-laws and certificate of incorporation, as ineffect on the Execution Date), and shall be entitled to advancement of expensesincurred in connection with the defense of any Proceeding.          15.  Counterparts.  This Agreement may be executed in several               ------------                                            counterparts, each of which shall be deemed an original, and said counterpartsshall constitute but one and the same instrument.                                      -9-           IN WITNESS WHEREOF, each of the parties hereto has duly executed thisAgreement as of the date first set forth above.                                        _________________________________                                        Lloyd D. Ward                                        MAYTAG CORPORATION                                        By: ______________________________                                            Name:                                            Title:                                      -10-                                    EXHIBIT A                                    Options                                    -----------------------------------------------------------------------------------  Item        Plan        Number       Price         Scheduled to Vest Per                                                        Original Terms----------------------------------------------------------------------------   1          1992        68,300      $  21.00      All vested              ----------------------------------------------------------------------------   2          1996       150,000      $21.9375      All vested              ----------------------------------------------------------------------------   3          1996        71,940      $  19.00      All vested              ----------------------------------------------------------------------------   4          1996        42,000      $31.5625      Vest on 11/14/00        ----------------------------------------------------------------------------   5a         1996        30,000      $46.3438      Vest on 8/28/01            5b         1996        70,000      $46.3438      Vest on 8/28/03         ----------------------------------------------------------------------------   6a         1996        40,000      $ 56.875      Vest on 11/12/00           6b         1996        40,000      $ 56.875      Vest on 11/12/01           6c         1996        40,000      $ 56.875      Vest on 11/12/02           6d         1996        40,000      $ 56.875      Vest on 11/12/03           6e         1996        40,000      $ 56.875      Vest on 11/12/04        ----------------------------------------------------------------------------   7a         1996        60,000      $  45.50      Vest on 11/12/00           7b         1996        60,000      $  45.50      Vest on 11/12/01           7c         1996        60,000      $  45.50      Vest on 11/12/02           7d         1996        60,000      $  45.50      Vest on 11/12/03           7e         1996        60,000      $  45.50      Vest on 11/12/04        ----------------------------------------------------------------------------   8          1996         3,220      $  57.25      Vest on 2/12/02         ----------------------------------------------------------------------------                                      -11-                   Restricted Stock and Restricted Stock Units                  ------------------------------------------------------------------------------------------------------------------------  Item   Grant Date    Threshold    Target     Maximum    Scheduled to Vest                                                           Per Original Terms-----------------------------------------------------------------------------   9        1998         2,167       8,669      10,403     Vest on 12/31/00-----------------------------------------------------------------------------   10       1999         1,743       6,970       8,364     Vest on 12/31/01-----------------------------------------------------------------------------                          Performance Incentive Award                          --------------------------------------------------------------------------------------------------------  Item   Grant Date    Threshold    Target     Maximum    Scheduled to Vest                                                           Per Original Terms-----------------------------------------------------------------------------   11       2000           0       $600,000   $1,200,000   Vest on 12/31/02-----------------------------------------------------------------------------                                      -2-
/Compensation/Severance AgreementsMaytag Corp.2009-10-18/compensation/severance//content/hippo/files/default.www/content/contract/contract/M/Maytag-Corp-/1997
1998Severance Agreement - Maytag Corp. and Carole Uhrich

December 7, 2000


                      HAND DELIVERED ON DECEMBER 7, 2000
                      ----------------------------------
                          AMENDED 1/22/01 AND 1/24/01
                          ---------------------------
                          (cross-through = omissions)
                            (underline = additions)

                                             
Ms. Carole Uhrich

Dear Carole:

As you and Len Hadley have discussed, your position as Executive Vice President
and President of Home Solutions is eliminated effective December 7, 2000. This
letter will outline the options and benefits available to you based on your last
day of employment, December 31, 2000, (the "Separation Date").

I.   You will receive the following items:

     1.   A lump sum payment in the amount of $750,000, subject to normal
          withholding, which represents eighteen (18) months' salary, payable
          after December 31, 2000, per your employee agreement.

     2.   A lump sum payout, less withholding, of your 2000 Incentive
          Compensation Plan (bonus) in February 2001, at whatever level is
          achieved by the Corporation and considering your target level.

     3.   Vacation pay (less applicable withholding) based on accrued, but
          unused, vacation hours as of the Separation Date, payable after the
          Separation Date.

     4.   The opportunity to request disbursement of all sums from the Maytag
          Corporation Salary Savings Plan, the Employee Stock Ownership Plan,
          the Employee Stock Purchase Plan, the Maytag Deferred Compensation
          Plan, or other similar plans as applicable under the particular plan
          requirements and your employee agreement. Review these Plans carefully
          to determine applicable deadlines. This separation does not qualify as
          a retirement unless you are eligible to and elect to commence payments
          from the Maytag Corporation Employees Retirement Plan. You have no
                                                                 -----------
          vested stock options under the Maytag Corporation Employee Stock
          ----------------------------------------------------------------
          Incentive Plan.
          ---------------

     5.   The opportunity to continue health care coverage under COBRA
          (including medical, dental, vision, and prescription drugs, if
          applicable). You will receive a separate letter on your COBRA options.

     6.   A one-time pension benefit in the amount of $60,000, less withholding,
                                                      -------                   
          per your employment agreement, payable according to paragraph II.7.
                                                 --------------------------- 

 
Ms. Carole Uhrich
Page 2
December 7, 2000

                          AMENDED 1/22/01 AND 1/24/01
                          ---------------------------


II.  Provided you sign a Separation Agreement and Release which will be
     forwarded to you shortly and return it to me by February 1, 2001, and you
     do not revoke your decision within seven (7) days (the "Revocation Period")
     after our receipt of that document, you will receive the following enhanced
     Separation Benefits.

     1.   Maytag will pay you a lump sum payment of 130% of the difference in
          your COBRA coverage cost and your current employee contribution for
          eighteen (18) months, less withholding. You may use these monies to
          purchase COBRA continuation coverage or not, at your option. It is
          your responsibility, however, to apply for COBRA, if you elect to do
          so, by making the necessary notifications to the Benefits Department
          and paying the appropriate premiums. Information will be contained in
          a letter you will receive from Benefits after your Separation Date
          about how to elect COBRA coverage.

     2.   A lump sum payment of $300,000, payable in January 2001, subject to
          normal tax withholding, in lieu of any proration of long-term
          incentives and all other financial considerations.

     3.   Executive Appliances - You may keep any appliances you acquired under
          the Executive Appliance Test Program at no charge.

     4.   You will be entitled to receive the executive tax preparation service
          from a provider of your choice at Maytag's expense for the year 2000,
               -------------------------
          up to a maximum of $2,000. The value of this service will be
          considered taxable income to you.

     5.   You will be entitled to receive financial planning services according
          to Maytag's Financial Planning Program up to a maximum of $7,000
          during 2001. The value of this service will be considered taxable
          income to you.

     6.   Outplacement, consulting and/or attorney's services of your choice at
                        ----------------------------                           
          Maytag's expense, not to exceed $85,000. Maytag will pay the provider
          directly. You must initiate these services by March 1, 2001.

     7.   Lump sum payments will be made within ten (10) days after the seven 
          -------------------------------------------------------------------
          (7) day Revocation Period expires.
          ---------------------------------

These enhanced benefits are also contingent upon a letter of resignation of all
your offices and appointments, including all director positions for Maytag
subsidiaries.  You will continue to serve on Maytag's Corporate Board of
               ---------------------------------------------------------
Directors.
----------

Any rights under a Change of Control Agreement will cease as of your last day of
active employment, December 7, 2000. By signing the Separation Agreement and
Release, you agree to this provision.

Please note the enclosed copy of your signed Confidentiality and Intellectual
Property Rights Agreement. This Agreement continues in effect even after your
employment ends at Maytag.

 
Ms. Carole Uhrich
Page 3
December 7, 2000      


                          AMENDED 1/22/01 AND 1/24/01
                          ---------------------------


Carole, we trust you will agree with this proposal to provide you with enhanced
benefits not otherwise available. If so, please sign and return the Separation
Agreement to me on or before February 1, 2001, the date on which this offer will
expire if not accepted by you.

Should you have any questions, please let me know.

Sincerely,


JON:jb

Enclosures:  Confidentiality and Intellectual Property Rights Agreement
             Separation Agreement & Release (amended) with attachments
             ---------------------------------------------------------

 
                        SEPARATION AGREEMENT & RELEASE



MUST BE RECEIVED BY J. O. NICHOLAS, HUMAN RESOURCES DEPARTMENT, ON OR BEFORE
FEBRUARY 1, 2001, by 4:30 p.m. C.S.T.


                                   TO BE COMPLETED BY J. O. Nicholas Only
 
                                   RECEIVED _____________________________
                                            Date          Initials

In consideration for the Separation Benefits described in Section II of the
letter to me dated December 7, 2000, (amended 1/22/01) from Jon Nicholas (and
                                      ---------------                        
attached to this Agreement)  I, Carole Uhrich, voluntarily agree as follows:

1.   I, on behalf of myself, heirs, administrators, assigns and successors,
     release the Parties Released (as defined in paragraph 4) from any and all
     liability whatsoever for all claims, demands, and causes of action of every
     nature affecting me, which I may have or ever claim to have arising out of
     my employment by Maytag Appliances, Maytag Corporation, its divisions,
     companies and subsidiaries (collectively referred to as the "Company")
     including, but not limited to my recruitment, selection, retention, payment
     of compensation, employee benefits or retirement, with the exception of:

          (a)  My rights under the Maytag Corporation Employees Retirement Plan
               and Salary Savings Plan (including E.S.O.P.), which have accrued
               through the end of my employment with the Company; and

          (b)  My rights under the Maytag Corporation Deferred Compensation
               Plan, according to the terms of the Plan.

          (c)  Any rights to defense of or indemnification against third party
               claims (including third party claims such as shareholder
               derivative actions which are nominally treated as claims by the
               Company) to which I am, may or, except for this Agreement, would
               be entitled by law, the Company's Articles of Incorporation or
               any existing insurance agreement, and I agree to cooperate with
               the Company in the defense of any such claims.

          (d)  Rights or claims that arise after the date this Separation
               Agreement and Release (Separation Agreement) is signed or rights
               that cannot be waived by law.
 
2.   Without limiting the generality of Section 1, I  release the Parties
     Released from all claims, demands, and causes of action which were or could
     have been asserted under any legal theory, statute or common law
     whatsoever, including, but not limited to, breach of any express or implied
     contract (whether intentional or otherwise); tort (whether negligent,
     reckless, intentional

 
     or otherwise); violation of public policy; violation of any federal, state
     or local law, regulation or ordinance (including, but not limited to, the
     Civil Rights Acts of 1866, 1870, and 1871, as amended; the Civil Rights Act
     of 1964, as amended; the Americans with Disabilities Act of 1990, as
     amended; the Employee Retirement Income Security Act of 1974, as amended;
     the Worker Adjustment and Retraining Notification Act of 1988, as amended;
     the Family and Medical Leave Act of 1993, as amended; all state and local
     civil rights or other employment-related laws of Iowa, the state and local
     civil rights laws of Maytag Corporation headquarters; and any other United
     States federal, state or local laws.

3.   Without limiting the generality of Section 1, I also release the Parties
     Released from all claims, demands, and causes of action which could have
     been asserted under the Age Discrimination in Employment Act of 1967, as
     amended.

4.   The Parties Released are the Company;  its predecessors,  successors,
     divisions, subsidiaries, affiliates, and parent corporations; the insurers,
     administrators, trustees and fiduciaries of any employee benefit plan
     maintained by or on behalf of any of the foregoing; the officers,
     directors, employees and agents of any of the foregoing; and all other
     persons, firms and corporations.

5.   I agree never to sue any of the Parties Released and I understand and agree
     that I am waiving my right to all relief based on any claim of any type
     whatsoever arising out of or related to my employment or separation from
     employment with the Parties Released.  If any claim is made by me or
     someone on my behalf with a state, federal or local civil rights agency
     such as the EEOC, I agree to indemnify the Parties Released for any monies
     I (or the EEOC on my behalf) receive.

6.   I further acknowledge and agree in the event that I breach any part of this
     Separation Agreement:  (a) the Parties Released will be entitled to apply
     for and receive an injunction to restrain any violation; (b) I will receive
     no Separation Benefits;  (c) I will be obligated to pay to the Parties
     Released its costs and expenses in enforcing this Separation  Agreement and
     defending against such lawsuit (including court costs, expenses, and
     reasonable legal fees), and (d) I will be obligated upon demand to repay to
     the Parties Released all but $100.00 of the Separation  Benefits paid to
     me, and the foregoing will not affect the validity of this Separation
     Agreement.

7.   This Release extends to any claims which I may have against the Parties
     Released for attorney's fees, expenses and court costs (if any).  I
     acknowledge that I am solely responsible for paying my attorney's fees,
     expenses and court costs (if any).

8.   This Release extends to all claims which I do not  know or suspect to exist
     in my favor and which, if known at the time of executing this Release, may
     have materially affected this settlement with the Parties Released.

9.   I have been given a list of job titles and ages of individuals in the
     organizational unit who are eligible for a Separation Benefit, as well as a
     list of ages of individuals who were not eligible.

                              B.  CONFIDENTIALITY

As additional consideration for the benefits which I will receive in accordance
with the terms and conditions of this agreement, I agree to not disclose, use,
publish, or authorize anyone else to disclose, use or publish, any confidential
or secret technical or non-technical business information pertaining to the
Company, including any of their operations, without the express written consent
of the Company.

 
I further agree to immediately return to Maytag Corporation, unless otherwise
agreed in writing, all confidential information and documents in whatever media
or form in my possession or under my control.  Confidential Information
includes, but is not limited to, short and long-range plans, product design and
development plans, pricing and marketing strategies, promotional programs,
manufacturing equipment and processes, sales and distribution networks,
organization structure and personnel, and proprietary or confidential
information of third parties which is protected by non-disclosure agreements
between the Company or its operations and any third party.

I further agree that the terms and provisions of this Agreement are
confidential, as well as the circumstances and discussion  leading to this
Agreement, and shall not be communicated in any manner to any person except to
my spouse, attorney, tax advisor(s) or as required by court order.  My spouse
and tax advisor  will be advised that these matters are confidential as well.

                                C.  NON-COMPETE

Because I am privy to the foregoing Confidential Information and as additional
consideration for the receipt of the Separation Benefits described in the
Letter, I agree to not work as an employee, contractor, consultant, or otherwise
for any competing home or commercial appliance manufacturer before the end of
two years from the date this agreement is signed in any capacity similar to my
employment with Maytag, unless the Company consents to such work in writing,
which consent will not be unreasonably withheld.

                                D.  CONCLUSION

1.   This Agreement shall be subject to the substantive laws (without regard to
     the conflicts of laws provision) of the State of Iowa.   In case any
     portion of this Agreement shall be held to be invalid or unenforceable, the
     same are intended to be severable, shall be construed to be severable, and
     any such invalidity or unenforceability shall neither defeat nor impair the
     remaining provisions of this Agreement.

2.   I agree that neither the existence of this Separation Agreement nor
     anything contained in this Agreement shall constitute an admission of any
     liability on the part of the Parties Released; any and all such liability
     is expressly denied.

3.   I HAVE BEEN GIVEN A PERIOD OF FORTY-FIVE (45) DAYS WITHIN WHICH TO CONSIDER
     THIS AGREEMENT.  I UNDERSTAND THAT I CAN REVOKE THIS AGREEMENT IN WRITING
     ANY TIME WITHIN SEVEN (7) CALENDAR DAYS OF ITS RECEIPT BY THE COMPANY'S
     HUMAN RESOURCE DEPARTMENT.   WRITTEN NOTICE OF REVOCATION MUST BE RECEIVED
     BY THE COMPANY'S  HUMAN RESOURCES DEPARTMENT  WITHIN THE SEVEN (7) CALENDAR
     DAY PERIOD.  IF I DO NOT REVOKE THIS AGREEMENT IT WILL BE EFFECTIVE AFTER
     THE SEVEN (7) DAY PERIOD HAS EXPIRED.

4.   I AGREE THAT NO REPRESENTATION OF ANY FACT OR OPINION HAS BEEN MADE BY THE
     PARTIES RELEASED TO INDUCE THIS AGREEMENT AND I AGREE THAT THE PARTIES
     RELEASED HAVE MADE NO ADMISSIONS OF LIABILITY OF ANY SORT.

 
5.   I HAVE READ THIS AGREEMENT, UNDERSTAND ITS TERMS, AND FREELY AND
     VOLUNTARILY SIGN IT.  NO ONE HAS MADE ANY PROMISES OR REPRESENTATIONS TO ME
     OTHER THAN WHAT IS REFERENCED IN THIS AGREEMENT.


THIS AGREEMENT INCLUDES A RELEASE.  THE COMPANY ADVISES YOU TO CONSULT WITH AN
ATTORNEY PRIOR TO EXECUTING THIS AGREEMENT.

                                   Signed this ______ day of _______, 2001
 
                                   ____________________________________
                                              Carole Uhrich


 

Attachment:  Letter from Jon Nicholas dated December 7, 2000 (Amended 1/22/01)
                                                              --------------- 
             Attachment 1
             Letter amended 1/24/01