{"id":38578,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/change-in-control-agreement-maytag-corp-jon-o-nicholas.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"change-in-control-agreement-maytag-corp-jon-o-nicholas","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/change-in-control-agreement-maytag-corp-jon-o-nicholas.html","title":{"rendered":"Change in Control Agreement &#8211; Maytag Corp., Jon O. Nicholas, Steven H. WOod, Thomas P. Schwartz, Roger K. Scholten, Ernest Park, E. Kent Baker, William L. Beer, Ronald J. Caldwell, Keith G. Minton, Thomas A. Briatico and Glenn B. Kelsey"},"content":{"rendered":"<pre>                         Change of Control Agreements.\n\n\n     The following executives are covered under this severance agreement:\n\n                                Jon O. Nicholas\n                                Steven H. Wood\n                              Thomas P. Schwartz\n                               Roger K. Scholten\n                                  Ernest Park\n                                 E. Kent Baker\n                                William L. Beer\n                              Ronald J. Caldwell\n                                Keith G. Minton\n                              Thomas A. Briatico\n                                Glenn B. Kelsey\n\n \n                          Change of Control Agreement\n\n\n     THIS AGREEMENT is made this _____________ day of _____________, 1998 (the\n\"Effective Date\"), by and between Maytag Corporation, a Delaware corporation\n(the \"Company\"), and ---------- (the \"Executive\"), and shall continue in effect\nfor three full calendar years (through the year 2001 (the \"Initial Term\").\n\n     The Initial Term of this agreement automatically shall be extended for one\nadditional year on the first anniversary of the Effective Date, and then again\non each anniversary thereafter (each such one-year period following the Initial\nTerm a \"Successive Period\").\n\n     In the event that a \"Change of Control\" of the Company occurs (as such term\nis hereinafter defined) during the Initial Term or any Successive Period, upon\nthe effective date of such Change of Control, the term of this agreement shall\nautomatically and irrevocably be renewed for a period of thirty-six (36) full\ncalendar months from the effective date of such Change of Control. This\nagreement shall thereafter automatically terminate following the thirty-six (36)\nmonth Change-of-Control renewal period. Further, this agreement shall be\nassigned to, and shall be assumed by the purchaser in such Change of Control, as\nfurther provided herein in paragraph D5 of the section titled \"Agreements.\"\n\n                                   RECITALS\n\n     A.   The Board of Directors of the Company has approved the Company\nentering into severance agreements with such executives of the Company and its\nsubsidiaries as is determined by the Chairman and Chief Executive Officer.\n\n     B.   Should the Company receive or learn of any proposal by a third person\nabout a possible business combination with the Company or the acquisition of its\nequity securities, the Board considers it imperative that the Company be able to\nrely upon the Executive to continue in his or her position. This to the end that\nthe Company be able to receive and rely upon the Executive's advice concerning\nthe best interests of the Company and its stockholders, without concern that\nperson might be distracted by the personal uncertainties and risks created by\nsuch a proposal.\n\n     C.   Should the Company receive any such proposals, in addition to the\nExecutive's regular duties, he or she may be called upon to assist in the\nassessment of such proposals, advise management and the Board as to whether such\nproposals would be in the best interests of the Company and its stockholders,\nand to take such other actions as the Board might determine to be appropriate.\n\n \n                                   AGREEMENT\n\n\n     NOW, THEREFORE, to assure the Company that it will have the continued\ndedication of the Executive and the availability of that person's advice and\ncounsel notwithstanding the possibility, threat or occurrence of a bid to take\nover control of the Company, and to induce the Executive to remain in the employ\nof the Company, and for other good and valuable consideration, the Company and\nthe Executive agree that the Executive Severance Agreement described above be\namended and restated in its entirety as follows:\n\n     A.   Should a third person, in order to effect a change of control (as\ndefined), begin a tender or exchange offer, circulate a proxy to stockholders or\ntake other steps, the Executive agrees that he or she will not voluntarily leave\nthe employ of the Company, and will render the services contemplated in the\nrecitals to this agreement, until the third person has abandoned or terminated\nhis efforts to effect a change of control or until a change of control has\noccurred.\n\n     B.   Should the Executive's employment with the Company or its subsidiaries\nterminate for any reason (either voluntary or involuntary), other than because\nof death, disability, Cause, or Normal Retirement within three (3) years after a\nchange of control of the Company, or in the event a successor company refuses to\naccept its obligations under this agreement as required by paragraph D5 herein,\nthe following will be provided:\n\n     1.   Lump Sum Cash Payment. On or before the Executive's last day of\nemployment with the Company or its subsidiaries, or as soon thereafter as\npossible, the Company will pay to the Executive as compensation for services\nrendered, a lump sum cash amount (subject to the usual withholding taxes) equal\nto (A) three times the sum of (1) the Executive's annual salary at the rate in\neffect immediately prior to the change of control and (2) the then-current\nmaximum cash bonus opportunity established under the annual incentive plan for\nthe bonus plan year in which termination occurs (but in no event shall such\nmaximum cash bonus be less than that in effect for the period immediately prior\nto the change of control) plus (B) an amount equal to the compensation (at the\nExecutive's rate of pay in effect immediately prior to the change of control)\npayable for any period for which the Executive could have, immediately prior to\nthe date of his termination of employment, been on vacation and received such\ncompensation, for unused and accrued vacation benefits determined under the\nCompany's vacation pay plan or program covering the Executive immediately prior\nto the change of control.\n\n     2.   Salaried and Supplemental Executive Retirement Plans. The Executive\nshall be paid a monthly retirement benefit, in addition to any benefits received\nunder the Salaried Retirement Plans maintained by the Company or its\nsubsidiaries, including The Maytag Corporation Salaried Retirement Plan and any\nSupplemental Executive Retirement Plan, such benefit to commence on the first to\noccur of (a) the commencement of payment of benefits under the Maytag\nCorporation Salaried Retirement Plan or (b) attainment of age 65, but not prior\nto three (3) years following the date of termination of employment or age 65,\nwhichever first occurs, such benefit to be an amount equal to the excess of (i)\nthe aggregate benefits under such Salaried Retirement Plans to which the\nExecutive would be entitled if he or she remained employed by the Company or its\nsubsidiaries, for an additional period of three (3) years, at the rate of annual\ncompensation specified herein; over (ii) the benefits to which the Executive is\nactually entitled under such Salaried Retirement \n\n \nPlans.\n\n     The source of payment of these benefits shall be the general assets of the\nCompany unless the payment of such amounts is otherwise permissible from the\ncorresponding qualified plan trust without violating any governmental\nregulations or statutes.\n\n     3.   Life, Dental, Vision, Health and Long-Term Disability Coverage. The\nExecutive's participation in, and entitlement to, benefits under: (i) the life\ninsurance plan of the Company; (ii) all the health insurance plan or plans of\nthe Company or its subsidiaries, including but not limited to those providing\nmajor medical and hospitalization benefits, dental benefits and vision benefits;\nand (iii) the Company's long-term disability plan or plans; as all such plans\nexisted immediately prior to the change of control shall continue as though he\nor she remained employed by the Corporation or its subsidiaries for an\nadditional period of three (3) years. The applicable COBRA health insurance\nbenefit continuation period shall begin at the end of this three (3) year\nperiod. To the extent such participation or entitlement is not possible for any\nreason whatsoever, equivalent benefits shall be provided.\n\n     The providing of these benefits by the Company shall be discontinued prior\nto the end of the three (3) year continuation period in the event that the\nExecutive becomes covered under the insurance programs of a subsequent employer\nand, with respect to all health insurance plans, provided that such subsequent\nemployer's health insurance plans do not contain any exclusion or limitation\nwith respect to any preexisting condition of the Executive or the Executive's\neligible dependents. For purposes of enforcing this offset provision, the\nExecutive shall have a duty to inform the Company as to the terms and conditions\nof any subsequent employment and the corresponding benefits earned from such\nemployment. The Executive shall provide, or cause to provide, to the Company in\nwriting correct, complete, and timely information concerning the same.\n\n     4.   Participation in Employee Benefit Plans. Unless otherwise provided,\nthe Executive's participation in any other savings, capital accumulation,\nretirement, incentive compensation, profit sharing, stock option, and\/or stock\nappreciation rights plans of the Company or any of its subsidiaries shall\ncontinue only through the last day of his or her employment. Any terminating\ndistributions and\/or vested rights under such plans shall be governed by the\nterms of those respective plans. Furthermore, the Executive's participation in\nany insurance plans of the Company and rights to any other fringe benefits\nshall, except as otherwise specifically provided in such plans or Company\npolicy, terminate as of the close of the Executive's last day of employment,\nexcept to the extent specifically provided to the contrary in this agreement.\n\n     5.   Incentive Plans. In addition to the payments required by paragraph 1\nof this Section, the Company shall pay to the Executive as compensation for\nservices rendered cash in an amount equal to the then-current maximum cash bonus\nopportunity established under the annual incentive plan for the bonus plan year\nin which termination occurs, adjusted on a pro rata basis based on the number of\ndays the Executive was actually employed during such bonus plan year (but in no\nevent shall such maximum cash bonus be less than that in effect for the period\nimmediately prior to the change of control). In the case of long-term stock\nincentive awards represented by restricted shares of stock of the Company, made\nto Executive under the Maytag Corporation Employee \n\n \nStock Incentive Plan (any prior plan, or successor plan) in lieu of stock under\nsuch stock incentive awards the Executive shall receive a cash payment equal to\nthe aggregate value of the maximum number of shares for which the Executive\nholds outstanding awards, with share value determined at the closing price as of\nthe date of the change of control. Any payment due pursuant to this paragraph 5\nshall be paid at the same time as the amounts payable pursuant to paragraph 1 of\nthis Section.\n\n     6.   Excise Tax-Additional Payment. (a) Notwithstanding anything in this\nagreement or any written or unwritten policy of the Company or its subsidiaries\nto the contrary, (i) if it shall be determined that any payment or distribution\nby the Company or its subsidiaries to or for the benefit of the Executive,\nwhether paid or payable or distributed or distributable pursuant to the terms of\nthis agreement, any other agreement between the Company or its subsidiaries and\nthe Executive or otherwise (a \"Payment\"), would be subject to the excise tax\nimposed by section 4999 of the Internal Revenue Code of 1986, as amended, (the\n\"Code\") or any interest or penalties with respect to such excise tax (such\nexcise tax, together with any such interest and penalties, are hereinafter\ncollectively referred to as the \"Excise Tax\"), or (ii) if the Executive shall\notherwise become obligated to pay the Excise Tax in respect of a Payment, then\nthe Company shall pay to the Executive an additional payment in an amount to\ncover the full cost of any Excise Tax and the Executive's state and federal\nincome and employment taxes on this additional payment (cumulatively, the\n\"Gross-Up Payment\").\n\n     (b)  All determinations and computations required to be made under this\nsection B6, including whether a Gross-Up Payment is required under clause (ii)\nof paragraph B6(a) above, and the amount of any Gross-Up Payment, shall be made\nby the Company's regularly engaged independent certified public accountants (the\n\"Accounting Firm\"). The Company shall cause the Accounting Firm to provide\ndetailed supporting calculations both to the Company and the Executive within 15\nbusiness days after such determination or computation is requested by the\nExecutive. Any initial Gross-Up Payment determined pursuant to this paragraph B6\nshall be paid by the Company or the subsidiary to the Executive within 5 days of\nthe receipt of the Accounting Firm's determination. A determination that no\nExcise Tax is payable by the Executive shall not be valid or binding unless\naccompanied by a written opinion of the Accounting Firm to the Executive that\nthe Executive has substantial authority not to report any Excise Tax on his\nfederal income tax return. Any determination by the Accounting Firm shall be\nbinding upon the Company, its subsidiaries and the Executive, except to the\nextent the Executive becomes obligated to pay an Excise Tax in respect of a\nPayment. In the event that the Company or the subsidiary exhausts or waives its\nremedies pursuant to subparagraph B6(c) and the Executive thereafter shall\nbecome obligated to make a payment of any Excise Tax, and if the amount thereof\nshall exceed the amount, if any, of any Excise Tax computed by the Accounting\nFirm pursuant to this subparagraph (b) in respect to which an initial Gross-Up\nPayment was made to the Executive, the Accounting Firm shall within 15 days\nafter Notice thereof determine the amount of such excess Excise Tax and the\namount of the additional Gross-Up Payment to the Executive. All expenses and\nfees of the Accounting Firm incurred by reason of this paragraph B6 shall be\npaid by the Company.\n\n     (c)  The Executive shall notify the Company in writing of any claim by the\nInternal Revenue Service that, if successful, would require the payment by the\nCompany of a Gross-Up Payment. Such notification shall be given as soon as\npracticable but no later than ten business days after the Executive \n\n \nknows of such claim and shall apprise the Company of the nature of such claim\nand the date on which such claim is requested to be paid. The Executive shall\nnot pay such claim prior to the expiration of the thirty-day period following\nthe date on which it gives such notice to the Company (or such shorter period\nending on the date that any payment of taxes with respect to such claim is due).\nIf the Company notifies the Executive in writing prior to the expiration of such\nperiod that it desires to contest such claim, the Executive shall:\n\n          (i)   give the Company any information reasonably requested relating\n                to such claim,\n\n          (ii)  take such action in connection with contesting such claim as the\n                Company shall reasonably request in writing from time to time,\n                including, without limitation, accepting legal representation\n                with respect to such claim by an attorney reasonably selected by\n                the Company,\n\n          (iii) cooperate with the Company in good faith in order effectively to\n                contest such claim,\n\n          (iv)  permit the Company to participate in any proceedings relating to\n                such claim;\n\nprovided, however, that the Company shall bear and pay directly all costs and\nexpenses (including additional interest and penalties) incurred in connection\nwith such contest and shall indemnify and hold the Executive harmless, on an\nafter-tax basis, for any Excise Tax or income tax, including interest and\npenalties with respect thereto, imposed as a result of such representation and\npayment of costs and expenses. Without limitation on the foregoing provisions of\nthis subparagraph B6(c), the Company shall control all proceedings taken in\nconnection with such contest and, at its sole option, may pursue or forgo any\nand all administrative appeals, proceedings, hearings and conferences with the\ntaxing authority in respect of such claim and may, at its sole option, either\ndirect the Executive to pay the tax claimed and sue for a refund or contest the\nclaim in any permissible manner, and the Executive agrees to prosecute such\ncontest to a determination before any administrative tribunal, in a court of\ninitial jurisdiction and in one or more appellate courts, as the Company or the\nsubsidiary shall determine; provided, however, that if the Company or the\nsubsidiary directs the Executive to pay such claim and sue for a refund, the\nCompany or the subsidiary shall advance the amount of such payment to the\nExecutive, on an interest-free basis and shall indemnify and hold the Executive\nharmless, on an after-tax basis, from any Excise Tax or income tax, including\ninterest or penalties with respect thereto, imposed with respect to such advance\nor with respect to any imputed income with respect to such advance; and further\nprovided, that any extension of the statue of limitations relating to payment of\ntaxes for the taxable year of the Executive with respect to which such contested\namount is claimed to be due is limited solely to such contested amount.\nFurthermore, control of the contest by the Company or the subsidiary shall be\nlimited to issues with respect to which a Gross-Up Payment would be payable\nhereunder and the Executive shall be entitled to settle or contest, as the case\nmay be, any other issue raised by the Internal Revenue Service or any other\ntaxing authority.\n\n     (d)  If, after the receipt by the Executive of an amount advanced by the\n\n \nCompany or the subsidiary pursuant to subparagraph B6(c), the Executive becomes\nentitled to receive any refund with respect to such claim, the Executive shall\n(subject to compliance with the requirements of paragraph B6 by the Company or\nthe subsidiary) promptly pay to the Company or the subsidiary the amount of such\nrefund (together with any interest paid or credited thereon after taxes\napplicable thereto). If, after the receipt by the Executive of an amount\nadvanced by the Company or the subsidiary pursuant to subparagraph B6(c), a\ndetermination is made that the Executive shall not be entitled to any refund\nwith respect to such claim and the Company does not notify the Executive in\nwriting of its intent to contest such denial of refund prior to the expiration\nof thirty days after such determination, then such advance shall be forgiven and\nshall not be required to be repaid and the amount of such advance shall off-set,\nto the extent thereof, the amount of Gross-Up Payment required to be paid.\n\n     C.   Definitions.\n\n     1.   \"Cause.\" For purposes of this agreement, \"Cause\" shall be determined\nby the Board of Directors, in the exercise of good faith and reasonable\njudgment, and shall mean the occurrence of any one or more of the following:\n\n     (a)  A demonstrably willful and deliberate act or failure to act by the\nExecutive (other than as a result of incapacity due to physical or mental\nillness) which is committed in bad faith, without reasonable belief that such\naction or inaction is in the best interests of the Company, which causes actual\nmaterial financial injury to the Company and which act or inaction is not\nremedied within fifteen (15) business days of written notice from the Company;\nor\n\n     (b)  The Executive's conviction for committing an act of fraud,\nembezzlement, theft, or any other act constituting a felony involving moral\nturpitude or causing material harm, financial or otherwise, to the Company.\n\n     2.   Change of Control. For purposes of this agreement, \"change of control\"\nshall mean:\n\n     (a)  The acquisition by any individual, entity or group (within the meaning\nof Section 13 (d) (3) or 14 (d) (2) of the Securities Exchange Act of 1934, as\namended (the \"Exchange Act\")) (a \"Person\") of beneficial ownership (within the\nmeaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of\neither (i) the then outstanding shares of common stock of the Company (the\n\"Outstanding Company Common Stock\") or (ii) the combined voting power of the\nthen outstanding voting securities of the Company entitled to vote generally in\nthe election of directors (the \"Outstanding Company Voting Securities\");\nprovided, however, that for purposes of this subsection (a), the following\nacquisitions shall not constitute a Change of Control: (i) any acquisition by\nthe Company, (ii) any acquisition by any employee benefit plan (or related\ntrust) sponsored or maintained by the Company or any corporation controlled by\nthe Company or (iii) any acquisition by any corporation pursuant to a\ntransaction which complies with clauses (i), (ii) and (iii) of subsection (c)\nbelow; or\n\n     (b)  Individuals who, as of the date hereof, constitute the Board (the\n\"Incumbent Board\") cease for any reason to constitute at least a majority of the\nBoard; provided, however, that any individual becoming a director subsequent to\nthe date hereof whose election, or nomination for election by \n\n \nthe Company's shareholders, was approved by a vote of a least a majority of the\ndirectors then comprising the Incumbent Board shall be considered as though such\nindividual were a member of the Incumbent Board, but excluding, for this\npurpose, any such individual whose initial assumption of office occurs as a\nresult of an actual or threatened election contest with respect to the election\nor removal of directors or other actual or threatened solicitation of proxies or\nconsents by or on behalf of a Person other than the Board; or\n\n     (c)  Consummation of a reorganization, merger or consolidation or sale or\nother disposition of all or substantially all of the assets of the Company (a\n\"Business Combination\"), in each case, unless, following such Business\nCombination, (i) all or substantially all of the individuals and entities who\nwere the beneficial owners, respectively, of the Outstanding Company Common\nStock and outstanding Company Voting Securities immediately prior to such\nBusiness Combination beneficially own, directly or indirectly, more than 50% of,\nrespectively, the then outstanding shares of common stock and the combined\nvoting power of the then outstanding voting securities entitled to vote\ngenerally in the election of directors, as the case may be, of the corporation\nresulting from such Business Combination (including, without limitation, a\ncorporation which as a result of such transaction owns the Company or all or\nsubstantially all of the Company's assets either directly or through one or more\nsubsidiaries) in substantially the same proportions as their ownership,\nimmediately prior to such Business Combination of the Outstanding Company Common\nStock and Outstanding Company Voting Securities, as the case may be, (ii) no\nPerson (excluding any employee benefit plan (or related trust) of the Company or\nsuch corporation resulting from such Business Combination) beneficially owns,\ndirectly or indirectly, 20% or more of, respectively, the then outstanding\nshares of common stock of the corporation resulting from such Business\nCombination or the combined voting power of the then outstanding voting\nsecurities of such corporation except to the extent that such ownership existed\nprior to the Business Combination and (iii) at least a majority of the members\nof the board of directors of the corporation resulting from such Business\nCombination were members of the Incumbent Board at the time of the execution of\nthe initial agreement, or of the action of the Board, providing for such\nBusiness Combination; or\n\n     (d)  Approval by the shareholders of the Company of a complete liquidation\nor dissolution of the Company.\n\n     3.   Normal Retirement. For purposes of this agreement, \"Normal Retirement\"\nshall have the same meaning as provided in the Maytag Corporation Salaried\nRetirement Plan; provided, however, that \"Normal Retirement\" shall not include\nterminations of the Executive by the Company without Cause.\n\n     4.   Subsidiary. For purposes of this agreement, a \"Subsidiary\" shall mean\nany domestic or foreign corporation at least 20% of whose shares normally\nentitled to vote in electing directors is owned directly or indirectly by the\nCompany or by other subsidiaries.\n\n     D.   General Provisions.\n\n     1.   No Guaranty of Employment. Nothing in this agreement shall be deemed\nto entitle the Executive to continued employment with the Company or its\nsubsidiaries, and the rights of the Company to terminate the employment of the\nExecutive shall continue as fully as if this agreement were not in effect,\nprovided that any such termination of employment within three (3) \n\n \nyears following a change of control shall entitle the Executive to the benefits\nherein provided.\n\n     2.   Confidentiality. The Executive shall retain in confidence any\nconfidential information known to him concerning the Company and its business so\nlong as such information is not publicly disclosed.\n\n     3.   Payment Obligation Absolute. The Company's obligation to pay the\nExecutive the compensation and to make the arrangements provided herein shall be\nabsolute and unconditional and shall not be affected by any circumstances,\nincluding without limitation, any set-off, counterclaim, recoupment, defense or\nother right which the Company may have against him, her or anyone else. All\namounts payable by the Company hereunder shall be paid without notice or demand.\nEach and every payment made hereunder by the Company shall be final and the\nCompany shall not seek to recover all or any part of such payment from the\nExecutive or from whoever may be entitled thereto, for any reason whatsoever.\n\n     In the event that the cash payment due the Executive under Paragraph B1 or\nB5 herein is not paid to the Executive within thirty (30) calendar days of the\nExecutive's employment termination, such amount due shall accrue interest\n(compounded monthly) beginning on the date of employment termination at a rate\nequal to the prevailing Prime Rate as determined by Harris Bank of Chicago, or\nthe Company's then-current primary banking institution. Further, to the extent\nthis additional amount would be subject to the Excise Tax, the Company shall pay\nto the Executive a Gross-Up Payment, as such terms are described in Paragraph B6\nherein.\n\n     4.   Dispute Resolution.\n\n     (a)  The Company shall pay all legal fees, costs of litigation, prejudgment\ninterest, and other expenses which are incurred in good faith by the Executive\nas a result of the Company's refusal to provide the benefits to which the\nExecutive becomes entitled under this agreement, or as a result of the Company's\n(or any third party's) contesting the validity, enforceability, or\ninterpretation of the agreement, or as a result of any conflict between the\nparties pertaining to this agreement.\n\n     (b)  The Executive shall have the right and option to elect (in lieu of\nlitigation) to have any dispute or controversy arising under or in connection\nwith this agreement settled by arbitration, conducted before a panel of three\n(3) arbitrators sitting in a location selected by the Executive within fifty\n(50) miles from the location of his or her job with the Company, in accordance\nwith the rules of the American Arbitration Association then in effect. The\nExecutive's election to arbitrate, as herein provided, and the decision of the\narbitrators in that proceeding, shall be binding on the Company and the\nExecutive.\n\n     Judgment may be entered on the award of the arbitrator in any court having\njurisdiction. All expenses of such arbitration, including the fees and expenses\nof the counsel for the Executive, shall be borne by the Company.\n\n     5.   Successors. This agreement shall be binding upon and inure to the\nbenefit of the Executive and his or her estate, and the Company and any\nsuccessor of the Company, but neither this agreement nor any rights arising\n\n \nhereunder may be assigned or pledged by the Executive.\n\n     6.   Severability. Any provision in this agreement which is prohibited or\nunenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective\nonly to the extent of such prohibition or unenforceability without invalidating\nor affecting the remaining provisions hereof, and any such prohibition or\nunenforceability in any jurisdiction shall not invalidate or render\nunenforceable such provision in any other jurisdiction.\n\n     7.   Entire Agreement. With respect to the subject matter hereof, this\nagreement supersedes any prior agreements or understandings, oral or written,\nbetween the parties hereto and contains the entire understanding of the Company\nand the Executive.\n\n     8.   Controlling Law. This agreement shall in all respects be governed by,\nand construed in accordance with, the laws of the State of Delaware.\n\n     IN WITNESS WHEREOF, the parties have executed this agreement on the date\nset out above.\n\n                                        MAYTAG CORPORATION\n\n\n                                        By_________________________________\n                                          President &amp; CEO\n                                          Leonard A. Hadley\n\n \n     The following executives are covered under this severance agreement:\n\n                                Steven J. Klyn\n                              Arthur B. Learmonth\n                                Victor Lawrence\n                                Vitas A. Stukas\n\n \n                          Change of Control Agreement\n\n\n     THIS AGREEMENT is made this ___________ day of ____________, 1998 (the\n\"Effective Date\"), by and between Maytag Corporation, a Delaware corporation\n(the \"Company\"), and ______ (the \"Executive\"), and shall continue in effect for\ntwo full calendar years (through the year 2000) (the \"Initial Term\").\n\n     The Initial Term of this agreement automatically shall be extended for one\nadditional year on the first anniversary of the Effective Date, and then again\non each anniversary thereafter (each such one-year period following the Initial\nTerm a \"Successive Period\").\n\n     In the event that a \"Change of Control\" of the Company occurs (as such term\nis hereinafter defined) during the Initial Term or any Successive Period, upon\nthe effective date of such Change of Control, the term of this agreement shall\nautomatically and irrevocably be renewed for a period of twenty-four (24) full\ncalendar months from the effective date of such Change of Control. This\nagreement shall thereafter automatically terminate following the twenty-four\n(24) month Change-of-Control renewal period. Further, this agreement shall be\nassigned to, and shall be assumed by the purchaser in such Change of Control, as\nfurther provided herein in paragraph D5 of the section titled \"Agreements.\"\n\n                                   RECITALS\n                                   --------\n\n     A.   The Board of Directors of the Company has approved the Company\nentering into severance agreements with such executives of the Company and its\nsubsidiaries as is determined by the Chairman and Chief Executive Officer.\n\n     B.   Should the Company receive or learn of any proposal by a third person\nabout a possible business combination with the Company or the acquisition of its\nequity securities, the Board considers it imperative that the Company be able to\nrely upon the Executive to continue in his or her position. This to the end that\nthe Company be able to receive and rely upon the Executive's advice concerning\nthe best interests of the Company and its stockholders, without concern that\nperson might be distracted by the personal uncertainties and risks created by\nsuch a proposal.\n\n     C.   Should the Company receive any such proposals, in addition to the\nExecutive's regular duties, he or she may be called upon to assist in the\nassessment of such proposals, advise management and the Board as to whether such\nproposals would be in the best interests of the Company and its stockholders,\nand to take such other actions as the Board might determine to be appropriate.\n\n \n                                   AGREEMENT\n                                   ---------\n\n     NOW, THEREFORE, to assure the Company that it will have the continued\ndedication of the Executive and the availability of that person's advice and\ncounsel notwithstanding the possibility, threat or occurrence of a bid to take\nover control of the Company, and to induce the Executive to remain in the employ\nof the Company, and for other good and valuable consideration, the Company and\nthe Executive agree that the Executive Severance Agreement described above be\namended and restated in its entirety as follows:\n\n     A.   Should a third person, in order to effect a change of control (as\ndefined), begin a tender or exchange offer, circulate a proxy to stockholders or\ntake other steps, the Executive agrees that he or she will not voluntarily leave\nthe employ of the Company, and will render the services contemplated in the\nrecitals to this agreement, until the third person has abandoned or terminated\nhis efforts to effect a change of control or until a change of control has\noccurred.\n\n     B.   Should the Executive's employment with the Company or its subsidiaries\nterminate for any reason (either voluntary or involuntary), other than because\nof death, disability, Cause, or Normal Retirement within two (2) years after a\nchange of control of the Company, or in the event a successor company refuses to\naccept its obligations under this agreement as required by paragraph D5 herein,\nthe following will be provided:\n\n     1.   Lump Sum Cash Payment. On or before the Executive's last day of\n          ---------------------                                          \nemployment with the Company or its subsidiaries, or as soon thereafter as\npossible, the Company will pay to the Executive as compensation for services\nrendered, a lump sum cash amount (subject to the usual withholding taxes) equal\nto (A) two times the sum of (1) the Executive's annual salary at the rate in\neffect immediately prior to the change of control and (2) the then-current\nmaximum cash bonus opportunity established under the annual incentive plan for\nthe bonus plan year in which termination occurs (but in no event shall such\nmaximum cash bonus be less than that in effect for the period immediately prior\nto the change of control) plus (B) an amount equal to the compensation (at the\nExecutive's rate of pay in effect immediately prior to the change of control)\npayable for any period for which the Executive could have, immediately prior to\nthe date of his termination of employment, been on vacation and received such\ncompensation, for unused and accrued vacation benefits determined under the\nCompany's vacation pay plan or program covering the Executive immediately prior\nto the change of control.\n\n     2.   Salaried and Supplemental Executive Retirement Plans. The Executive\n          ----------------------------------------------------               \nshall be paid a monthly retirement benefit, in addition to any benefits received\nunder the Salaried Retirement Plans maintained by the Company or its\nsubsidiaries, including The Maytag Corporation Salaried Retirement Plan and any\nSupplemental Executive Retirement Plan, such benefit to commence on the first to\noccur of (a) the commencement of payment of benefits under the Maytag\nCorporation Salaried Retirement Plan or (b) attainment of age 65, but not prior\nto two (2) years following the date of termination of employment or age 65,\nwhichever \n\n \nfirst occurs, such benefit to be an amount equal to the excess of (i) the\naggregate benefits under such Salaried Retirement Plans to which the Executive\nwould be entitled if he or she remained employed by the Company or its\nsubsidiaries, for an additional period of two (2) years, at the rate of annual\ncompensation specified herein; over (ii) the benefits to which the Executive is\nactually entitled under such Salaried Retirement Plans.\n\n     The source of payment of these benefits shall be the general assets of the\nCompany unless the payment of such amounts is otherwise permissible from the\ncorresponding qualified plan trust without violating any governmental\nregulations or statutes.\n\n     3.   Life, Dental, Vision, Health and Long-Term Disability Coverage. The\n          --------------------------------------------------------------     \nExecutive's participation in, and entitlement to, benefits under: (i) the life\ninsurance plan of the Company; (ii) all the health insurance plan or plans of\nthe Company or its subsidiaries, including but not limited to those providing\nmajor medical and hospitalization benefits, dental benefits and vision benefits;\nand (iii) the Company's long-term disability plan or plans; as all such plans\nexisted immediately prior to the change of control shall continue as though he\nor she remained employed by the Corporation or its subsidiaries for an\nadditional period of two (2) years. The applicable COBRA health insurance\nbenefit continuation period shall begin at the end of this two (2) year period.\nTo the extent such participation or entitlement is not possible for any reason\nwhatsoever, equivalent benefits shall be provided.\n\n     The providing of these benefits by the Company shall be discontinued prior\nto the end of the two (2) year continuation period in the event that the\nExecutive becomes covered under the insurance programs of a subsequent employer\nand, with respect to all health insurance plans, provided that such subsequent\nemployer's health insurance plans do not contain any exclusion or limitation\nwith respect to any preexisting condition of the Executive or the Executive's\neligible dependents. For purposes of enforcing this offset provision, the\nExecutive shall have a duty to inform the Company as to the terms and conditions\nof any subsequent employment and the corresponding benefits earned from such\nemployment. The Executive shall provide, or cause to provide, to the Company in\nwriting correct, complete, and timely information concerning the same.\n\n     4.   Participation in Employee Benefit Plans. Unless otherwise provided,\n          ---------------------------------------                            \nthe Executive's participation in any other savings, capital accumulation,\nretirement, incentive compensation, profit sharing, stock option, and\/or stock\nappreciation rights plans of the Company or any of its subsidiaries shall\ncontinue only through the last day of his or her employment. Any terminating\ndistributions and\/or vested rights under such plans shall be governed by the\nterms of those respective plans. Furthermore, the Executive's participation in\nany insurance plans of the Company and rights to any other fringe benefits\nshall, except as otherwise specifically provided in such plans or Company\npolicy, terminate as of the close of the Executive's last day of employment,\nexcept to the extent specifically provided to the contrary in this agreement.\n\n     5.   Incentive Plans. In addition to the payments required by \n          ---------------                                                     \n\n \nparagraph 1 of this Section, the Company shall pay to the Executive as\ncompensation for services rendered cash in an amount equal to the then-current\nmaximum cash bonus opportunity established under the annual incentive plan for\nthe bonus plan year in which termination occurs, adjusted on a pro rata basis\nbased on the number of days the Executive was actually employed during such\nbonus plan year (but in no event shall such maximum cash bonus be less than that\nin effect for the period immediately prior to the change of control). In the\ncase of long-term stock incentive awards represented by restricted shares of\nstock of the Company, made to Executive under the Maytag Corporation Employee\nStock Incentive Plan (any prior plan, or successor plan) in lieu of stock under\nsuch stock incentive awards the Executive shall receive a cash payment equal to\nthe aggregate value of the maximum number of shares for which the Executive\nholds outstanding awards, with share value determined at the closing price as of\nthe date of the change of control. Any payment due pursuant to this paragraph 5\nshall be paid at the same time as the amounts payable pursuant to paragraph 1 of\nthis Section.\n\n     6.   Excise Tax-Additional Payment. (a) Notwithstanding anything in this\n          -----------------------------                                      \nagreement or any written or unwritten policy of the Company or its subsidiaries\nto the contrary, (i) if it shall be determined that any payment or distribution\nby the Company or its subsidiaries to or for the benefit of the Executive,\nwhether paid or payable or distributed or distributable pursuant to the terms of\nthis agreement, any other agreement between the Company or its subsidiaries and\nthe Executive or otherwise (a \"Payment\"), would be subject to the excise tax\nimposed by section 4999 of the Internal Revenue Code of 1986, as amended, (the\n\"Code\") or any interest or penalties with respect to such excise tax (such\nexcise tax, together with any such interest and penalties, are hereinafter\ncollectively referred to as the \"Excise Tax\"), or (ii) if the Executive shall\notherwise become obligated to pay the Excise Tax in respect of a Payment, then\nthe Company shall pay to the Executive an additional payment in an amount to\ncover the full cost of any Excise Tax and the Executive's state and federal\nincome and employment taxes on this additional payment (cumulatively, the\n\"Gross-Up Payment\").\n\n     (b)  All determinations and computations required to be made under this\nsection B6, including whether a Gross-Up Payment is required under clause (ii)\nof paragraph B6(a) above, and the amount of any Gross-Up Payment, shall be made\nby the Company's regularly engaged independent certified public accountants (the\n\"Accounting Firm\"). The Company shall cause the Accounting Firm to provide\ndetailed supporting calculations both to the Company and the Executive within 15\nbusiness days after such determination or computation is requested by the\nExecutive. Any initial Gross-Up Payment determined pursuant to this paragraph B6\nshall be paid by the Company or the subsidiary to the Executive within 5 days of\nthe receipt of the Accounting Firm's determination. A determination that no\nExcise Tax is payable by the Executive shall not be valid or binding unless\naccompanied by a written opinion of the Accounting Firm to the Executive that\nthe Executive has substantial authority not to report any Excise Tax on his\nfederal income tax return. Any determination by the Accounting Firm shall be\nbinding upon the Company, its subsidiaries and the Executive, except to the\nextent the Executive becomes obligated to pay an Excise Tax in respect of a\nPayment. In the event that the Company or the subsidiary exhausts or waives its\nremedies pursuant to subparagraph B6(c) and the Executive thereafter shall\nbecome obligated to make a payment of any Excise Tax, and if the amount thereof\nshall \n\n \nexceed the amount, if any, of any Excise Tax computed by the Accounting Firm\npursuant to this subparagraph (b) in respect to which an initial Gross-Up\nPayment was made to the Executive, the Accounting Firm shall within 15 days\nafter Notice thereof determine the amount of such excess Excise Tax and the\namount of the additional Gross-Up Payment to the Executive. All expenses and\nfees of the Accounting Firm incurred by reason of this paragraph B6 shall be\npaid by the Company.\n\n     (c)   The Executive shall notify the Company in writing of any claim by the\nInternal Revenue Service that, if successful, would require the payment by the\nCompany of a Gross-Up Payment. Such notification shall be given as soon as\npracticable but no later than ten business days after the Executive knows of\nsuch claim and shall apprise the Company of the nature of such claim and the\ndate on which such claim is requested to be paid. The Executive shall not pay\nsuch claim prior to the expiration of the thirty-day period following the date\non which it gives such notice to the Company (or such shorter period ending on\nthe date that any payment of taxes with respect to such claim is due). If the\nCompany notifies the Executive in writing prior to the expiration of such period\nthat it desires to contest such claim, the Executive shall:\n\n     (i)   give the Company any information reasonably requested relating to\n           such claim,\n\n     (ii)  take such action in connection with contesting such claim as the\n           Company shall reasonably request in writing from time to time,\n           including, without limitation, accepting legal representation with\n           respect to such claim by an attorney reasonably selected by the\n           Company,\n\n     (iii) cooperate with the Company in good faith in order effectively to\n           contest such claim,\n\n     (iv)  permit the Company to participate in any proceedings relating to such\n           claim;\n\nprovided, however, that the Company shall bear and pay directly all costs and\n-----------------                                                            \nexpenses (including additional interest and penalties) incurred in connection\nwith such contest and shall indemnify and hold the Executive harmless, on an\nafter-tax basis, for any Excise Tax or income tax, including interest and\npenalties with respect thereto, imposed as a result of such representation and\npayment of costs and expenses. Without limitation on the foregoing provisions of\nthis subparagraph B6(c), the Company shall control all proceedings taken in\nconnection with such contest and, at its sole option, may pursue or forgo any\nand all administrative appeals, proceedings, hearings and conferences with the\ntaxing authority in respect of such claim and may, at its sole option, either\ndirect the Executive to pay the tax claimed and sue for a refund or contest the\nclaim in any permissible manner, and the Executive agrees to prosecute such\ncontest to a determination before any administrative tribunal, in a court of\ninitial jurisdiction and in one or more appellate courts, as the Company or the\nsubsidiary shall determine; provided, however, that if the Company or the\n                            -----------------                            \nsubsidiary directs the Executive to pay such claim and sue for a refund, the\nCompany or the subsidiary shall advance the amount of such payment to the\nExecutive, on an interest-free basis and shall indemnify and hold the Executive\nharmless, on an after-tax basis, from any Excise Tax or \n\n \nincome tax, including interest or penalties with respect thereto, imposed with\nrespect to such advance or with respect to any imputed income with respect to\nsuch advance; and further provided, that any extension of the statue of\n                  ----------------\nlimitations relating to payment of taxes for the taxable year of the Executive\nwith respect to which such contested amount is claimed to be due is limited\nsolely to such contested amount. Furthermore, control of the contest by the\nCompany or the subsidiary shall be limited to issues with respect to which a\nGross-Up Payment would be payable hereunder and the Executive shall be entitled\nto settle or contest, as the case may be, any other issue raised by the Internal\nRevenue Service or any other taxing authority.\n\n     (d)  If, after the receipt by the Executive of an amount advanced by the\nCompany or the subsidiary pursuant to subparagraph B6(c), the Executive becomes\nentitled to receive any refund with respect to such claim, the Executive shall\n(subject to compliance with the requirements of paragraph B6 by the Company or\nthe subsidiary) promptly pay to the Company or the subsidiary the amount of such\nrefund (together with any interest paid or credited thereon after taxes\napplicable thereto). If, after the receipt by the Executive of an amount\nadvanced by the Company or the subsidiary pursuant to subparagraph B6(c), a\ndetermination is made that the Executive shall not be entitled to any refund\nwith respect to such claim and the Company does not notify the Executive in\nwriting of its intent to contest such denial of refund prior to the expiration\nof thirty days after such determination, then such advance shall be forgiven and\nshall not be required to be repaid and the amount of such advance shall off-set,\nto the extent thereof, the amount of Gross-Up Payment required to be paid.\n\n     C.   Definitions.\n\n     1.   \"Cause.\" For purposes of this agreement, Cause shall be determined by\nthe Board of Directors, in the exercise of good faith and reasonable judgment,\nand shall mean the occurrence of any one or more of the following:\n\n     (a)  A demonstrably willful and deliberate act or failure to act by the\nExecutive (other than as a result of incapacity due to physical or mental\nillness) which is committed in bad faith, without reasonable belief that such\naction or inaction is in the best interests of the Company, which causes actual\nmaterial financial injury to the Company and which act or inaction is not\nremedied within fifteen (15) business days of written notice from the Company;\nor\n\n     (b)  The Executive's conviction for committing an act of fraud,\nembezzlement, theft, or any other act constituting a felony involving moral\nturpitude or causing material harm, financial or otherwise, to the Company.\n\n     2.   Change of Control. For purposes of this agreement, \"change of control\"\nshall mean:\n\n     (a)  The acquisition by any individual, entity or group (within the meaning\nof Section 13 (d) (3) or 14 (d) (2) of the Securities Exchange Act of 1934, as\namended (the \"Exchange Act\")) (a \"Person\") of beneficial ownership (within the\nmeaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of\neither (i) the then outstanding shares \n\n \nof common stock of the Company (the \"Outstanding Company Common Stock\") or (ii)\nthe combined voting power of the then outstanding voting securities of the\nCompany entitled to vote generally in the election of directors (the\n\"Outstanding Company Voting Securities\"); provided, however, that for purposes\nof this subsection (a), the following acquisitions shall not constitute a Change\nof Control: (i) any acquisition by the Company, (ii) any acquisition by any\nemployee benefit plan (or related trust) sponsored or maintained by the Company\nor any corporation controlled by the Company or (iii) any acquisition by any\ncorporation pursuant to a transaction which complies with clauses (i), (ii) and\n(iii) of subsection (c) below; or\n\n     (b)  Individuals who, as of the date hereof, constitute the Board (the\n\"Incumbent Board\") cease for any reason to constitute at least a majority of the\nBoard; provided, however, that any individual becoming a director subsequent to\nthe date hereof whose election, or nomination for election by the Company's\nshareholders, was approved by a vote of a least a majority of the directors then\ncomprising the Incumbent Board shall be considered as though such individual\nwere a member of the Incumbent Board, but excluding, for this purpose, any such\nindividual whose initial assumption of office occurs as a result of an actual or\nthreatened election contest with respect to the election or removal of directors\nor other actual or threatened solicitation of proxies or consents by or on\nbehalf of a Person other than the Board; or\n\n     (c)  Consummation of a reorganization, merger or consolidation or sale or\nother disposition of all or substantially all of the assets of the Company (a\n\"Business Combination\"), in each case, unless, following such Business\nCombination, (i) all or substantially all of the individuals and entities who\nwere the beneficial owners, respectively, of the Outstanding Company Common\nStock and outstanding Company Voting Securities immediately prior to such\nBusiness Combination beneficially own, directly or indirectly, more than 50% of,\nrespectively, the then outstanding shares of common stock and the combined\nvoting power of the then outstanding voting securities entitled to vote\ngenerally in the election of directors, as the case may be, of the corporation\nresulting from such Business Combination (including, without limitation, a\ncorporation which as a result of such transaction owns the Company or all or\nsubstantially all of the Company's assets either directly or through one or more\nsubsidiaries) in substantially the same proportions as their ownership,\nimmediately prior to such Business Combination of the Outstanding Company Common\nStock and Outstanding Company Voting Securities, as the case may be, (ii) no\nPerson (excluding any employee benefit plan (or related trust) of the Company or\nsuch corporation resulting from such Business Combination) beneficially owns,\ndirectly or indirectly, 20% or more of, respectively, the then outstanding\nshares of common stock of the corporation resulting from such Business\nCombination or the combined voting power of the then outstanding voting\nsecurities of such corporation except to the extent that such ownership existed\nprior to the Business Combination and (iii) at least a majority of the members\nof the board of directors of the corporation resulting from such Business\nCombination were members of the Incumbent Board at the time of the execution of\nthe initial agreement, or of the action of the Board, providing for such\nBusiness Combination; or\n\n     (d)  Approval by the shareholders of the Company of a complete liquidation\nor dissolution of the Company.\n\n \n     3.   Normal Retirement. For purposes of this agreement, \"Normal Retirement\"\nshall have the same meaning as provided in the Maytag Corporation Salaried\nRetirement Plan; provided, however, that \"Normal Retirement\" shall not include\nterminations of the Executive by the Company without Cause.\n\n     4.   Subsidiary. For purposes of this agreement, a \"Subsidiary\" shall mean\nany domestic or foreign corporation at least 20% of whose shares normally\nentitled to vote in electing directors is owned directly or indirectly by the\nCompany or by other subsidiaries.\n\n     D.   General Provisions.\n\n     1.   No Guaranty of Employment. Nothing in this agreement shall be deemed\nto entitle the Executive to continued employment with the Company or its\nsubsidiaries, and the rights of the Company to terminate the employment of the\nExecutive shall continue as fully as if this agreement were not in effect,\nprovided that any such termination of employment within two (2) years following\na change of control shall entitle the Executive to the benefits herein provided.\n\n     2.   Confidentiality. The Executive shall retain in confidence any\nconfidential information known to him concerning the Company and its business so\nlong as such information is not publicly disclosed.\n\n     3.   Payment Obligation Absolute. The Company's obligation to pay the\nExecutive the compensation and to make the arrangements provided herein shall be\nabsolute and unconditional and shall not be affected by any circumstances,\nincluding without limitation, any set-off, counterclaim, recoupment, defense or\nother right which the Company may have against him, her or anyone else. All\namounts payable by the Company hereunder shall be paid without notice or demand.\nEach and every payment made hereunder by the Company shall be final and the\nCompany shall not seek to recover all or any part of such payment from the\nExecutive or from whoever may be entitled thereto, for any reason whatsoever.\n\n     In the event that the cash payment due the Executive under Paragraph B1 or\nB5 herein is not paid to the Executive within thirty (30) calendar days of the\nExecutive's employment termination, such amount due shall accrue interest\n(compounded monthly) beginning on the date of employment termination at a rate\nequal to the prevailing Prime Rate as determined by Harris Bank of Chicago, or\nthe Company's then-current primary banking institution. Further, to the extent\nthis additional amount would be subject to the Excise Tax, the Company shall pay\nto the Executive a Gross-Up Payment, as such terms are described in Paragraph B6\nherein.\n\n     4.   Dispute Resolution.\n          ------------------ \n\n     (a)  The Company shall pay all legal fees, costs of litigation, prejudgment\ninterest, and other expenses which are incurred in good faith by the Executive\nas a result of the Company's refusal to provide the benefits to which the\nExecutive becomes entitled under this agreement, or as a result of the Company's\n(or any third party's) contesting the validity, enforceability, or\ninterpretation of the agreement, or as a result of any conflict between the\nparties pertaining to this agreement.\n\n \n     (b)  The Executive shall have the right and option to elect (in lieu of\nlitigation) to have any dispute or controversy arising under or in connection\nwith this agreement settled by arbitration, conducted before a panel of three\n(3) arbitrators sitting in a location selected by the Executive within fifty\n(50) miles from the location of his or her job with the Company, in accordance\nwith the rules of the American Arbitration Association then in effect. The\nExecutive's election to arbitrate, as herein provided, and the decision of the\narbitrators in that proceeding, shall be binding on the Company and the\nExecutive.\n\n     Judgment may be entered on the award of the arbitrator in any court having\njurisdiction. All expenses of such arbitration, including the fees and expenses\nof the counsel for the Executive, shall be borne by the Company.\n\n     5.   Successors. This agreement shall be binding upon and inure to the\nbenefit of the Executive and his or her estate, and the Company and any\nsuccessor of the Company, but neither this agreement nor any rights arising\nhereunder may be assigned or pledged by the Executive.\n\n     6.   Severability. Any provision in this agreement which is prohibited or\nunenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective\nonly to the extent of such prohibition or unenforceability without invalidating\nor affecting the remaining provisions hereof, and any such prohibition or\nunenforceability in any jurisdiction shall not invalidate or render\nunenforceable such provision in any other jurisdiction.\n\n     7.   Entire Agreement. With respect to the subject matter hereof, this\nagreement supersedes any prior agreements or understandings, oral or written,\nbetween the parties hereto and contains the entire understanding of the Company\nand the Executive.\n\n     8.   Controlling Law. This agreement shall in all respects be governed by,\nand construed in accordance with, the laws of the State of Delaware.\n\n     IN WITNESS WHEREOF, the parties have executed this agreement on the date\nset out above.\n\n                                        MAYTAG CORPORATION\n\n\n                                        By_________________________________\n                                          President &amp; C.E.O.\n                                          Leonard A. 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