EXECUTIVE SEVERANCE AGREEMENT

 MAYTAG CORPORATION

                                       Exhibit 10(b)

                              Executive Severance Agreements.

The following executives are covered under this severance agreement:

                              1.   Robert L. Chaplin

                              2.   John P. Cunningham

                              3.   Robert W. Downing

                              4.   Joseph F. Fogliano

                              5.   Mark A. Garth

                              6.   Brian A. Girdlestone
                             
                              7.   Edward H. Graham

                              8.   Leonard A. Hadley

                              9.   Richard J. Haines

                             10.   Gerald J. Kamman

                             11.   Donald M. Lorton

                             12.   Carl R. Moe

                             13.   Jon O. Nicholas

                             14.   Jerry K. Rinehart

                             15.   Jerry A. Schiller

                             16.   Carlton F. Zacheis

                  EXECUTIVE SEVERANCE AGREEMENT

    THIS AGREEMENT is made the __th day of ________________, 19__, by and
between Maytag Corporation, a Delaware corporation (the "Company"), and
______________________ (the "Executive").

                             RECITALS

    A.  The Board of Directors of the Company has approved the Company en-
tering into severance agreements with such executives of the Company and its
subsidiaries as is determined by the Chairman and Chief Executive Officer.

    B.  Pursuant to such agreement, the Company has heretofore entered into
an Executive Severance Agreement with the Executive dated _________________.

    C.  Should the Company receive or learn of any proposal by a third per-
son about a possible business combination with the Company or the
acquisition of its equity securities, the Board considers it imperative that
the Company be able to rely upon the Executive to continue in his or her
position.  This to the end that the Company be able to receive and rely upon
the Executive's advice concerning the best interests of the Company and its
stockholders, without concern that person might be distracted by the
personal uncertainties and risks created by such a proposal.

    D.  Should the Company receive any such proposals, in addition to the
Executive's regular duties, he or she may be called upon to assist in the
assessment of such proposals, advise management and the Board as to whether
such proposals would be in the best interests of the Company and its stock-
holders, and to take such other actions as the Board might determine to be
appropriate.

                            AGREEMENT

    NOW, THEREFORE, to assure the Company that it will have the continued
dedication of the Executive and the availability of that person's advice and
counsel notwithstanding the possibility, threat or occurrence of a bid to
take over control of the Company, and to induce the Executive to remain in
the employ of the Company, and for other good and valuable consideration,
the Company and the Executive agree that the Executive Severance Agreement
described above be amended and restated in its entirety as follows:

    A.  Should a third person, in order to effect a change of control (as
defined), begin a tender or exchange offer, circulate a proxy to
stockholders or take other steps, the Executive agrees that he or she will
not voluntarily leave the employ of the Company, and will render the
services contemplated in the recitals to this agreement, until the third
person has abandoned or terminated his efforts to effect a change of control
or until a change of control has occurred.

                                   - 2 -

    B.  Should the Executive's employment with the Company or its
subsidiaries terminate for any reason (either voluntary or involuntary,
other than because of death, disability or normal retirement) within three
(3) years after a change of control of the Company the following will be
provided:

    1.  Lump Sum Cash Payment.  On or before the Executive's last day of
employment with the Company or its subsidiaries, or as soon thereafter as
possible, the Company will pay to the Executive as compensation for services
rendered, a lump sum cash amount (subject to the usual withholding taxes)
equal to (A) three times the sum of (1) the Executive's annual salary at the
rate in effect immediately prior to the change of control and (2) the
maximum annual incentive bonus opportunity provided by the Plan and any
discretionary bonus declared for the year in which the change of control
occurred, or the preceding year if not established plus (B) an amount equal
to the compensation (at the Executive's rate of pay in effect immediately
prior to the change of control) payable for any period for which the
Executive could have, immediately prior to the date of his termination of
employment, been on vacation and received such compensation, for unused and
accrued vacation benefits determined under the Company's vacation pay plan
or program covering the Executive immediately prior to the change of
control.  If the time from the Executive's last day of employment with the
Company or its subsidiaries to the Executive's 65th birthday is less than 36
months, there shall be a proportionate reduction of the payment computed
under clause (A) of the preceding sentence.

    2.  Salaried and Supplemental Executive  Retirement Plans.  The Execu-
tive shall be paid a monthly retirement benefit, in addition to any benefits
received under the Salaried Retirement Plans maintained by the Company or
its subsidiaries, including The Maytag Corporation Salaried Retirement Plan
and any Supplemental Executive Retirement Plan, such benefit to commence on
the first to occur of (a) the commencement of payment of benefits under the
Maytag Corporation Salaried Retirement Plan or (b) attainment of age 65, but
not prior to three (3) years following the date of termination of employment
or age 65, whichever first occurs, such benefit to be an amount equal to the
excess of (i) the aggregate benefits under such Salaried Retirement Plans to
which the Executive would be entitled if he or she remained employed by the
Company or its subsidiaries, for an additional period of three (3) years or
until his or her 65th birthday, whichever is earlier, at the rate of annual
compensation specified herein; over (ii) the benefits to which the Executive
is actually entitled under such Salaried Retirement Plans.

    3.  Life, Dental, Vision, Health and Long Term Disability Coverage. 
The Executive's participation in, and entitlement to, benefits under: (i)
the life insurance plan of the Company; (ii) all the health insurance plan
or plans of the Company or its subsidiaries, including but not limited to
those providing major medical and hospitalization benefits, dental benefits
and vision benefits; and (iii) the Company's long-term disability plan or
plans; as all such plans existed immediately prior to the change of control
shall continue as though he or she remained employed by the Corporation or
its subsidiaries for an additional period of three (3) years or until the
obtainment of such coverages with another employer, whichever is earlier. 
To the extent such participation or entitlement is not possible for any
reason whatsoever, equivalent benefits shall be provided.

                                   - 3 -

    4.  Participation in Employee Benefit Plans.  After termination of em-
ployment, the Executive shall continue to participate in the Salaried
Retirement Plans as contemplated above.  The Executive's participation in
any other savings, capital accumulation, retirement, incentive compensation,
profit sharing, stock option, and/or stock appreciation rights plans of the
Company or any of its subsidiaries shall continue only through the last day
of his or her employment.  Any terminating distributions and/or vested
rights  under such plans shall be governed by the terms of those respective
plans.  Furthermore, the Executive's participation in any insurance plans of
the Company and rights to any other fringe benefits shall, except as
otherwise specifically provided in such plans or Company policy, terminate
as of the close of the Executive's last day of employment, except to the
extent specifically provided to the contrary in this agreement.

    5.  Incentive Plans.  In addition to the payments required by paragraph
1 of this Section, the Company shall pay to the Executive as compensation
for services rendered cash in an amount equal to the maximum amount which
could be payable to the Executive under any and all incentive compensation
plans in which the Executive is a participant or under which the Executive
holds any outstanding award as of the day prior to the change of control. 
To the extent that any such award is represented by restricted shares of
stock of the Company, the Executive's such cash payment shall include an
amount equal to the aggregate value of such shares determined as of the day
of the change of control.  Any payment due pursuant to this paragraph 5
shall be paid at the same time as the amount payable pursuant to paragraph 1
of this Section.

    6.  Reimbursement for Loss on Sale of Principal Residence.  If on the
date of the change of control the Executive shall own a private residence
within Jasper County, Iowa (the "Executive's residence"), the Executive
shall be paid an amount equal to the excess, if any, of the amount by which
the greater of (i) the "aggregate purchase price" (as defined below) of the
Executive's residence and (ii) the "change of control market value" (as
defined below) of the Executive's residence, over the amount realized by the
Executive upon the sale of such residence.  Any amount payable to the
Executive under this agreement shall be paid to the Executive on the date on
which the Executive's residence is sold in a bona fide transaction with an
unrelated party.  Notwithstanding the foregoing, if the Executive's
residence shall not be sold within 6 months after the date on which the
Executive's residence is first offered for sale, the Company shall purchase
the Executive's residence from the Executive for a cash amount equal to the
"change of control market value" of the Executive's residence.  For purposes
of this paragraph, the "aggregate purchase price" of the Executive's
residence shall be the sum of the amount paid therefor plus the cost of any
significant repairs such as the cost of siding, or roof repair or
maintenance, incurred within the 5 year period ending on the date on which a
change of control occurs, plus the cost of any improvements to such
residence made by the Executive, the "amount realized" upon the sale of such
residence shall be the net amount, after deduction for brokers' fees, title
charges, transfer taxes and similar items, realized by the Executive upon
the sale of the Executive residence and "change of control market value"
shall mean the value of the Executive's residence on the date on which the

                                   - 4 -
change of control occurred, as determined by an independent appraiser
selected by the Executive.  The fees and expenses of such appraiser shall be
paid by the Company.

    7.  Excise Tax-Additional Payment.  (a) Notwithstanding anything in
this agreement or any written or unwritten policy of the Company or its
subsidiaries to the contrary, (i) if it shall be determined that any payment
or distribution by the Company or its subsidiaries to or for the benefit of
the Executive, whether paid or payable or distributed or distributable
pursuant to the terms of this agreement, any other agreement between the
Company or its subsidiaries and the Executive or otherwise (a "Payment"),
would be subject to the excise tax imposed by section 4999 of the Internal
Revenue Code of 1986, as amended, (the "Code") or any interest or penalties
with respect to such excise tax (such excise tax, together with any such
interest and penalties, are hereinafter collectively referred to as the
"Excise Tax"), or (ii) if the Executive shall otherwise become obligated to
pay the Excise Tax in respect of a Payment, then the Company shall pay to
the Executive an additional payment (a "Gross-Up Payment") in an amount such
that after payment by the Executive of all taxes (including any interest or
penalties imposed with respect to such taxes), including any Excise Tax,
imposed upon the Gross-Up Payment, the Executive retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon such Payment.

    (b) All determinations and computations required to be made under this
paragraph B5, including whether a Gross-Up Payment is required under clause
(ii) of paragraph B7(a) above, and the amount of any Gross-Up Payment, shall
be made by the Company's regularly engaged independent certified public ac-
countants (the "Accounting Firm").  The Company shall cause the Accounting
Firm to provide detailed supporting calculations both to the Company and the
Executive within 15 business days after such determination or computation is
requested by the Executive.  Any initial Gross-Up Payment determined
pursuant to this paragraph B7 shall be paid by the Company or the subsidiary
to the Executive within 5 days of the receipt of the Accounting Firm's
determination.  A determination that no Excise Tax is payable by the
Executive shall not be valid or binding unless accompanied by a written
opinion of the Accounting Firm to the Executive that the Executive has
substantial authority not to report any Excise Tax on his federal income tax
return.  Any determination by the Accounting Firm shall be binding upon the
Company, its subsidiaries and the Executive, except to the extent the
Executive becomes obligated to pay an Excise Tax in respect of a Payment. 
In the event that the Company or the subsidiary exhausts or waives its
remedies pursuant to subparagraph 7B(c) and the Executive thereafter shall
become obligated to make a payment of any Excise Tax, and if the amount
thereof shall exceed the amount, if any, of any Excise Tax computed by the
Accounting Firm pursuant to this subparagraph (b) in respect to which an
initial Gross-Up Payment was made to the Executive, the Accounting Firm
shall within 15 days after Notice thereof determine the amount of such
excess Excise Tax and the amount of the additional Gross-Up Payment to the
Executive.  All expenses and fees of the Accounting Firm incurred by reason
of this paragraph B7 shall be paid by the Company.

                                   - 5 -

    (c) The Executive shall notify the Company in writing of any claim by
the Internal Revenue Service that, if successful, would require the payment
by the Company of a Gross-Up Payment.  Such notification shall be given as
soon as practicable but no later than ten business days after the Executive
knows of such claim and shall apprise the Company of the nature of such
claim and the date on which such claim is requested to be paid.  The
Executive shall not pay such claim prior to the expiration of the thirty-day
period following the date on which it gives such notice to the Company (or
such shorter period ending on the date that any payment of taxes with
respect to such claim is due).  If the Company notifies the Executive in
writing prior to the expiration of such period that it desires to contest
such claim, the Executive shall:

                   (i) give the Company any information reasonably
               requested relating to such claim,

                   (ii)  take such action in connection with con-
               testing such claim as the Company shall reasonably
               request in writing from time to time, including,
               without limitation, accepting legal representation with
               respect to such claim by an attorney reasonably
               selected by the Company,

                   (iii)  cooperate with the Company in good faith in
               order effectively to contest such claim,

                   (iv)  permit the Company to participate in any
               proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs
and expenses (including additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold the Executive
harmless, on an after-tax basis, for any Excise Tax or income tax, including
interest and penalties with respect thereto, imposed as a result of such
representation and payment of costs and expenses.  Without limitation on the
foregoing provisions of this subparagraph B7(c), the Company shall control
all proceedings taken in connection with such contest and, at its sole
option, may pursue or forgo any and all administrative appeals, proceedings,
hearings and conferences with the taxing authority in respect of such claim
and may, at its sole option, either direct the Executive to pay the tax
claimed and sue for a refund or contest the claim in any permissible manner,
and the Executive agrees to prosecute such contest to a determination before
any administrative tribunal, in a court of initial jurisdiction and in one
or more appellate courts, as the Company or the subsidiary shall determine;
provided, however, that if the Company or the subsidiary directs the
Executive to pay such claim and sue for a refund, the Company or the
subsidiary shall advance the amount of such payment to the Executive, on an
interest-free basis and shall indemnify and hold the Executive harmless, on
an after-tax basis, from any Excise Tax or income tax, including interest or
penalties with respect thereto, imposed with respect to such advance or with
respect to any imputed income with respect to such advance; and further
provided, that any extension of the statue of limitations relating to

                                   - 6 -
payment of taxes for the taxable year of the Executive with respect to which
such contested amount is claimed to be due is limited solely to such
contested amount.  Furthermore, control of the contest by the Company or the
subsidiary shall be limited to issues with respect to which a Gross-Up
Payment would be payable hereunder and the Executive shall be entitled to
settle or contest, as the case may be, any other issue raised by the
Internal Revenue Service or any other taxing authority.

    (d)  If, after the receipt by the Executive of an amount advanced by the
Company or the subsidiary pursuant to subparagraph B7(c), the Executive be-
comes entitled to receive any refund with respect to such claim, the
Executive shall (subject to compliance with the requirements of paragraph B7
by the Company or the subsidiary) promptly pay to the Company or the
subsidiary the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto).  If, after the receipt by
the Executive of an amount advanced by the Company or the subsidiary
pursuant to subparagraph B7(c), a determination is made that the Executive
shall not be entitled to any refund with respect to such claim and the
Company does not notify the Executive in writing of its intent to contest
such denial of refund prior to the expiration of thirty days after such
determination, then such advance shall be forgiven and shall not be required
to be repaid and the amount of such advance shall off-set, to the extent
thereof, the amount of Gross-Up Payment required to be paid.

    C.  Definitions.

    1.  Change of Control.  For purposes of this Agreement, a "change of
control" shall occur when (i) any person, either individually or together
with such persons' affiliates or associates (other than any employee benefit
plan of the Company or any subsidiary of the Company, or any entity holding
shares of the Company stock, for or pursuant to the terms of any such plan),
shall have become the beneficial owner, directly or indirectly, of shares of
the Company having 20% or more of the total number of votes that may be cast
for the election of directors of the Company and there shall have been a
public announcement of such occurrence by the Company or such persons or
(ii) individuals who shall qualify as continuing directors (as defined
below) shall have ceased for any reason to constitute at least a majority of
the Board of Directors of the Company.  "Continuing director" shall mean any
member of the Board of Directors of the Company, while such person is a
member of such Board of Directors, who is not an affiliate or associate of
an acquiring person (as defined below) or of any such acquiring person's
affiliate or associate and was a member of such Board of Directors prior to
the time when such acquiring person shall have become an acquiring person,
and any successor of a continuing director, while such successor is a member
of such Board of Directors, who is not an acquiring person or a
representative or nominee of an acquiring person or of any affiliate or
associate of such acquiring person and is recommended or elected to succeed
the continuing director by a majority of the continuing directors. 
"Acquiring person" shall mean any person or group of affiliates or
associates (as such terms are defined on February 1, 1987 in Rule 12b-2 of
the General Rules and Regulations under the Securities Exchange Act of 1934,
as amended, other than any employee benefit plan of the Company or any
subsidiary of the Company, or any entity holding shares of Company stock for

                                   - 7 -

or pursuant to the terms of any such plan), who is or becomes the beneficial
owner, directly or indirectly, of 20% or more of the shares of the Company,
having 20% or more of the total number of votes that may be cast for the
election of directors of the Company.

    2.  Subsidiary.  For purposes of this agreement, a "Subsidiary" shall
mean any domestic or foreign corporation at least 20% of whose shares
normally entitled to vote in electing directors is owned directly or
indirectly by the Company or by other subsidiaries.

    D.  General Provisions.

    1.  No Guaranty of Employment.  Nothing in this agreement shall be
deemed to entitle the Executive to continued employment with the Company or
its subsidiaries, and the rights of the Company to terminate the employment
of the Executive shall continue as fully as if this agreement were not in
effect, provided that any such termination of employment within three (3)
years following a change of control shall entitle the Executive to the
benefits herein provided.

    2.  Confidentiality.  The Executive shall retain in confidence any
confidential information known to him concerning the Company and its
business so long as such information is not publicly disclosed.

    3.  Payment Obligation Absolute.  The Company's obligation to pay the
Executive the compensation and to make the arrangements provided herein
shall be absolute and unconditional and shall not be affected by any
circumstances, including without limitation, any set-off, counterclaim,
recoupment, defense or other right which the Company may have against him,
her or anyone else.  All amounts payable by the Company hereunder shall be
paid without notice or demand.  The Company waives all rights which it may
now have or may hereafter have conferred upon it, by statute or otherwise,
to terminate, cancel or rescind this agreement in whole or in part.  Each
and every payment made hereunder by the Company shall be final and the
Company shall not seek to recover all or any part of such payment from the
Executive or from whoever may be entitled thereto, for any reason
whatsoever.

    4.  Indemnification.  If litigation shall be brought to enforce or
interpret any provision contained herein, the Company hereby indemnifies the
Executive for his or her reasonable attorney's fees and disbursements
incurred in such litigation, and hereby agrees to pay prejudgment interest
on any money judgment obtained by the Executive calculated by using the
prevailing prime interest rate on the date that payment(s) to him or her
should have been made under this agreement.

                                     - 8 -

    5.  Successors.  This agreement shall be binding upon and inure to the
benefit of the Executive and his or her estate, and the Company and any suc-
cessor of the Company, but neither this agreement nor any rights arising
hereunder may be assigned or pledged by the Executive.

    6.  Severability.  Any provision in this agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective only to the extent of such prohibition or unenforceability
without invalidating or affecting the remaining provisions  hereof, and any
such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.

    7.  Controlling Law.  This agreement shall in all respects be governed
by, and construed in accordance with, the laws of the State of Delaware.

    IN WITNESS WHEREOF, the parties have executed this agreement on the date
set out above.

                                          MAYTAG CORPORATION

                                          By ___________________________

                                          _______________________________
                                          Executive                          

The following executives are covered under this severance agreement:

                           1.    Robert F. Dunkerley

                           2.    Nelson E. Wooldridge

                        EXECUTIVE SEVERANCE AGREEMENT

   THIS AGREEMENT is made the ___ day of ________, 1994, by and between
Maytag Corporation, a Delaware corporation (the "Company"), and
____________________ (the "Executive").

                                   RECITALS

   A. The Board of Directors of the Company has approved the Company en-
tering into severance agreements with such executives of the Company and its
subsidiaries as is determined by the Chairman and Chief Executive Officer.

   B. Should the Company receive or learn of any proposal by a third person
about a possible business combination with the Company or the acquisition of
its equity securities, the Board considers it imperative that the Company be
able to rely upon the Executive to continue in his or her position.  This to
the end that the Company be able to receive and rely upon the Executive's
advice concerning the best interests of the Company and its stockholders,
without concern that person might be distracted by the personal uncertainties
and risks created by such a proposal.

   C. Should the Company receive any such proposals, in addition to the
Executive's regular duties, he or she may be called upon to assist in the
assessment of such proposals, advise management and the Board as to whether
such proposals would be in the best interests of the Company and its stock-
holders, and to take such other actions as the Board might determine to be
appropriate.

                                  AGREEMENT

   NOW, THEREFORE, to assure the Company that it will have the continued
dedication of the Executive and the availability of that person's advice and
counsel notwithstanding the possibility, threat or occurrence of a bid to
take over control of the Company, and to induce the Executive to remain in
the employ of the Company, and for other good and valuable consideration, the
Company and the Executive agree that the Executive Severance Agreement de-
scribed above be amended and restated in its entirety as follows:

   A. Should a third person, in order to effect a change of control (as
defined), begin a tender or exchange offer, circulate a proxy to stockholders
or take other steps, the Executive agrees that he or she will not voluntarily
leave the employ of the Company, and will render the services contemplated in
the recitals to this agreement, until the third person has abandoned or
terminated his efforts to effect a change of control or until a change of
control has occurred.

   B. Should the Executive's employment with the Company or its subsidiaries
terminate for any reason (either voluntary or involuntary, other than

                                    - 2-

because of death, disability or normal retirement) within three (3) years
after a change of control of the Company the following will be provided:

   1. Lump Sum Cash Payment.  On or before the Executive's last day of
employment with the Company or its subsidiaries, or as soon thereafter as
possible, the Company will pay to the Executive as compensation for services
rendered, a lump sum cash amount (subject to the usual withholding taxes)
equal to (A) two times the sum of (1) the Executive's annual salary at the
rate in effect immediately prior to the change of control and (2) the maximum
annual incentive bonus opportunity provided by the Plan and any discretionary
bonus declared for the year in which the change of control occurred, or the
preceding year if not established plus (B) an amount equal to the
compensation (at the Executive's rate of pay in effect immediately prior to
the change of control) payable for any period for which the Executive could
have, immediately prior to the date of his termination of employment, been on
vacation and received such compensation, for unused and accrued vacation
benefits determined under the Company's vacation pay plan or program covering
the Executive immediately prior to the change of control.  If the time from
the Executive's last day of employment with the Company or its subsidiaries
to the Executive's 65th birthday is less than 36 months, there shall be a
proportionate reduction of the payment computed under clause (A) of the
preceding sentence.

   2. Salaried and Supplemental Executive  Retirement Plans.  The Executive
shall be paid a monthly retirement benefit, in addition to any benefits
received under the Salaried Retirement Plans maintained by the Company or its
subsidiaries, including The Maytag Corporation Salaried Retirement Plan and
any Supplemental Executive Retirement Plan, such benefit to commence on the
first to occur of (a) the commencement of payment of benefits under the
Maytag Corporation Salaried Retirement Plan or (b) attainment of age 65, but
not prior to three (3) years following the date of termination of employment
or age 65, whichever first occurs, such benefit to be an amount equal to the
excess of (i) the aggregate benefits under such Salaried Retirement Plans to
which the Executive would be entitled if he or she remained employed by the
Company or its subsidiaries, for an additional period of three (3) years or
until his or her 65th birthday, whichever is earlier, at the rate of annual
compensation specified herein; over (ii) the benefits to which the Executive
is actually entitled under such Salaried Retirement Plans.

   3. Life, Dental, Vision, Health and Long Term Disability Coverage.  The
Executive's participation in, and entitlement to, benefits under: (i) the
life insurance plan of the Company; (ii) all the health insurance plan or
plans of the Company or its subsidiaries, including but not limited to those
providing major medical and hospitalization benefits, dental benefits and
vision benefits; and (iii) the Company's long-term disability plan or plans;
as all such plans existed immediately prior to the change of control shall
continue as though he or she remained employed by the Corporation or its
subsidiaries for an additional period of three (3) years or until the
obtainment of such coverages with another employer, whichever is earlier.  To
the extent such participation or entitlement is not possible for any reason
whatsoever, equivalent benefits shall be provided.

                                   - 3 -
   4.  Participation in Employee Benefit Plans.  After termination of em-
ployment, the Executive shall continue to participate in the Salaried Retire-
ment Plans as contemplated above.  The Executive's participation in any other
savings, capital accumulation, retirement, incentive compensation, profit
sharing, stock option, and/or stock appreciation rights plans of the Company
or any of its subsidiaries shall continue only through the last day of his or
her employment.  Any terminating distributions and/or vested rights  under
such plans shall be governed by the terms of those respective plans. 
Furthermore, the Executive's participation in any insurance plans of the
Company and rights to any other fringe benefits shall, except as otherwise
specifically provided in such plans or Company policy, terminate as of the
close of the Executive's last day of employment, except to the extent
specifically provided to the contrary in this agreement.

   5.  Incentive Plans.  In addition to the payments required by paragraph 1
of this Section, the Company shall pay to the Executive as compensation for
services rendered cash in an amount equal to the maximum amount which could
be payable to the Executive under any and all incentive compensation plans in
which the Executive is a participant or under which the Executive holds any
outstanding award as of the day prior to the change of control.  To the
extent that any such award is represented by restricted shares of stock of
the Company, the Executive's such cash payment shall include an amount equal
to the aggregate value of such shares determined as of the day of the change
of control.  Any payment due pursuant to this paragraph 5 shall be paid at
the same time as the amount payable pursuant to paragraph 1 of this Section.

   6.  Reimbursement for Loss on Sale of Principal Residence.  If on the
date of the change of control the Executive shall own a private residence
within Jasper County, Iowa (the "Executive's residence"), the Executive shall
be paid an amount equal to the excess, if any, of the amount by which the
greater of (i) the "aggregate purchase price" (as defined below) of the
Executive's residence and (ii) the "change of control market value" (as
defined below) of the Executive's residence, over the amount realized by the
Executive upon the sale of such residence.  Any amount payable to the
Executive under this agreement shall be paid to the Executive on the date on
which the Executive's residence is sold in a bona fide transaction with an
unrelated party.  Notwithstanding the foregoing, if the Executive's residence
shall not be sold within 6 months after the date on which the Executive's
residence is first offered for sale, the Company shall purchase the
Executive's residence from the Executive for a cash amount equal to the
"change of control market value" of the Executive's residence.  For purposes
of this paragraph, the "aggregate purchase price" of the Executive's
residence shall be the sum of the amount paid therefor plus the cost of any
significant repairs such as the cost of siding, or roof repair or
maintenance, incurred within the 5 year period ending on the date on which a
change of control occurs, plus the cost of any improvements to such residence
made by the Executive, the "amount realized" upon the sale of such residence
shall be the net amount, after deduction for brokers' fees, title charges,
transfer taxes and similar items, realized by the Executive upon the sale of
the Executive residence and "change of control market value" shall mean the
value of the Executive's residence on the date on which the change of control 

                                     - 4 -          

occurred, as determined by an independent appraiser selected by the
Executive.  The fees and expenses of such appraiser shall be paid by the
Company.

   7.  Excise Tax-Additional Payment.  (a) Notwithstanding anything in this
agreement or any written or unwritten policy of the Company or its subsidiar-
ies to the contrary, (i) if it shall be determined that any payment or
distribution by the Company or its subsidiaries to or for the benefit of the
Executive, whether paid or payable or distributed or distributable pursuant
to the terms of this agreement, any other agreement between the Company or
its subsidiaries and the Executive or otherwise (a "Payment"), would be
subject to the excise tax imposed by section 4999 of the Internal Revenue
Code of 1986, as amended, (the "Code") or any interest or penalties with
respect to such excise tax (such excise tax, together with any such interest
and penalties, are hereinafter collectively referred to as the "Excise Tax"),
or (ii) if the Executive shall otherwise become obligated to pay the Excise
Tax in respect of a Payment, then the Company shall pay to the Executive an
additional payment (a "Gross-Up Payment") in an amount such that after
payment by the Executive of all taxes (including any interest or penalties
imposed with respect to such taxes), including any Excise Tax, imposed upon
the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon such Payment.

   (b) All determinations and computations required to be made under this
paragraph B5, including whether a Gross-Up Payment is required under clause
(ii) of paragraph B7(a) above, and the amount of any Gross-Up Payment, shall
be made by the Company's regularly engaged independent certified public ac-
countants (the "Accounting Firm").  The Company shall cause the Accounting
Firm to provide detailed supporting calculations both to the Company and the
Executive within 15 business days after such determination or computation is
requested by the Executive.  Any initial Gross-Up Payment determined pursuant
to this paragraph B7 shall be paid by the Company or the subsidiary to the
Executive within 5 days of the receipt of the Accounting Firm's deter-
mination.  A determination that no Excise Tax is payable by the Executive
shall not be valid or binding unless accompanied by a written opinion of the
Accounting Firm to the Executive that the Executive has substantial authority
not to report any Excise Tax on his federal income tax return.  Any deter-
mination by the Accounting Firm shall be binding upon the Company, its
subsidiaries and the Executive, except to the extent the Executive becomes
obligated to pay an Excise Tax in respect of a Payment.  In the event that
the Company or the subsidiary exhausts or waives its remedies pursuant to
subparagraph 7B(c) and the Executive thereafter shall become obligated to
make a payment of any Excise Tax, and if the amount thereof shall exceed the
amount, if any, of any Excise Tax computed by the Accounting Firm pursuant to
this subparagraph (b) in respect to which an initial Gross-Up Payment was
made to the Executive, the Accounting Firm shall within 15 days after Notice
thereof determine the amount of such excess Excise Tax and the amount of the
additional Gross-Up Payment to the Executive.  All expenses and fees of the
Accounting Firm incurred by reason of this paragraph B7 shall be paid by the
Company. 

                                   - 5 -
   (c) The Executive shall notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by
the Company of a Gross-Up Payment.  Such notification shall be given as soon
as practicable but no later than ten business days after the Executive knows
of such claim and shall apprise the Company of the nature of such claim and
the date on which such claim is requested to be paid.  The Executive shall
not pay such claim prior to the expiration of the thirty-day period following
the date on which it gives such notice to the Company (or such shorter period
ending on the date that any payment of taxes with respect to such claim is
due).  If the Company notifies the Executive in writing prior to the expira-
tion of such period that it desires to contest such claim, the Executive
shall:

                (i)    give   the  Company  any  information  reasonably
             requested relating to such claim,

                (ii)   take  such action  in connection  with contesting
             such  claim  as  the  Company shall  reasonably  request  in
             writing from  time to  time, including,  without limitation,
             accepting legal representation with respect to such claim by
             an attorney reasonably selected by the Company,

                (iii) cooperate with the Company in good faith in order 
             effectively to contest such claim,

                (iv)   permit  the   Company  to   participate   in  any
             proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax, including interest and
penalties with respect thereto, imposed as a result of such representation
and payment of costs and expenses.  Without limitation on the foregoing
provisions of this subparagraph B7(c), the Company shall control all
proceedings taken in connection with such contest and, at its sole option,
may pursue or forgo any and all administrative appeals, proceedings, hearings
and conferences with the taxing authority in respect of such claim and may,
at its sole option, either direct the Executive to pay the tax claimed and
sue for a refund or contest the claim in any permissible manner, and the
Executive agrees to prosecute such contest to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one or
more appellate courts, as the Company or the subsidiary shall determine;
provided, however, that if the Company or the subsidiary directs the
Executive to pay such claim and sue for a refund, the Company or the
subsidiary shall advance the amount of such payment to the Executive, on an
interest-free basis and shall indemnify and hold the Executive harmless, on
an after-tax basis, from any Excise Tax or income tax, including interest or
penalties with respect thereto, imposed with respect to such advance or with
respect to any imputed income with respect to such advance; and further
provided, that any extension of the statue of limitations relating to payment 

                             -6-
of taxes for the taxable year of the Executive with respect to which such
contested amount is claimed to be due is limited solely to such contested
amount.  Furthermore, control of the contest by the Company or the subsidiary
shall be limited to issues with respect to which a Gross-Up Payment would be
payable hereunder and the Executive shall be entitled to settle or contest,
as the case may be, any other issue raised by the Internal Revenue Service or
any other taxing authority.

    (d)  If, after the receipt by the Executive of an amount advanced by the
Company or the subsidiary pursuant to subparagraph B7(c), the Executive be-
comes entitled to receive any refund with respect to such claim, the
Executive shall (subject to compliance with the requirements of paragraph B7
by the Company or the subsidiary) promptly pay to the Company or the
subsidiary the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto).  If, after the receipt by
the Executive of an amount advanced by the Company or the subsidiary pursuant
to subparagraph B7(c), a determination is made that the Executive shall not
be entitled to any refund with respect to such claim and the Company does not
notify the Executive in writing of its intent to contest such denial of
refund prior to the expiration of thirty days after such determination, then
such advance shall be forgiven and shall not be required to be repaid and the
amount of such advance shall off-set, to the extent thereof, the amount of
Gross-Up Payment required to be paid.

    C.  Definitions.

    1.  Change of Control.  For purposes of this Agreement, a "change of
control" shall occur when (i) any person, either individually or together
with such persons' affiliates or associates (other than any employee benefit
plan of the Company or any subsidiary of the Company, or any entity holding
shares of the Company stock, for or pursuant to the terms of any such plan),
shall have become the beneficial owner, directly or indirectly, of shares of
the Company having 20% or more of the total number of votes that may be cast
for the election of directors of the Company and there shall have been a
public announcement of such occurrence by the Company or such persons or (ii)
individuals who shall qualify as continuing directors (as defined below)
shall have ceased for any reason to constitute at least a majority of the
Board of Directors of the Company.  "Continuing director" shall mean any
member of the Board of Directors of the Company, while such person is a
member of such Board of Directors, who is not an affiliate or associate of an
acquiring person (as defined below) or of any such acquiring person's
affiliate or associate and was a member of such Board of Directors prior to
the time when such acquiring person shall have become an acquiring person,
and any successor of a continuing director, while such successor is a member
of such Board of Directors, who is not an acquiring person or a
representative or nominee of an acquiring person or of any affiliate or
associate of such acquiring person and is recommended or elected to succeed
the continuing director by a majority of the continuing directors. 
"Acquiring person" shall mean any person or group of affiliates or associates
(as such terms are defined on February 1, 1987 in Rule 12b-2 of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended,
other than any employee benefit plan of the Company or any subsidiary of the 

Company, or any entity holding shares of Company stock for or pursuant to the
terms of any such plan), who is or becomes the beneficial owner, directly or
indirectly, of 20% or more of the shares of the Company, having 20% or more
of the total number of votes that may be cast for the election of directors
of the Company.

    2.  Subsidiary.  For purposes of this agreement, a "Subsidiary" shall
mean any domestic or foreign corporation at least 20% of whose shares
normally entitled to vote in electing directors is owned directly or
indirectly by the Company or by other subsidiaries.

    D.  General Provisions.

    1.  No Guaranty of Employment.  Nothing in this agreement shall be deemed
to entitle the Executive to continued employment with the Company or its sub-
sidiaries, and the rights of the Company to terminate the employment of the
Executive shall continue as fully as if this agreement were not in effect,
provided that any such termination of employment within three (3) years fol-
lowing a change of control shall entitle the Executive to the benefits herein
provided.

    2.  Confidentiality.  The Executive shall retain in confidence any confi-
dential information known to him concerning the Company and its business so
long as such information is not publicly disclosed.

    3.  Payment Obligation Absolute.  The Company's obligation to pay the
Executive the compensation and to make the arrangements provided herein shall
be absolute and unconditional and shall not be affected by any circumstances,
including without limitation, any set-off, counterclaim, recoupment, defense
or other right which the Company may have against him, her or anyone else. 
All amounts payable by the Company hereunder shall be paid without notice or
demand.  The Company waives all rights which it may now have or may hereafter
have conferred upon it, by statute or otherwise, to terminate, cancel or re-
scind this agreement in whole or in part.  Each and every payment made
hereunder by the Company shall be final and the Company shall not seek to
recover all or any part of such payment from the Executive or from whoever
may be entitled thereto, for any reason whatsoever.

    4.  Indemnification.  If litigation shall be brought to enforce or inter-
pret any provision contained herein, the Company hereby indemnifies the
Executive for his or her reasonable attorney's fees and disbursements
incurred in such litigation, and hereby agrees to pay prejudgment interest on
any money judgment obtained by the Executive calculated by using the
prevailing prime interest rate on the date that payment(s) to him or her
should have been made under this agreement.

                                   - 8 -

    5.  Successors.  This agreement shall be binding upon and inure to the
benefit of the Executive and his or her estate, and the Company and any suc-
cessor of the Company, but neither this agreement nor any rights arising
hereunder may be assigned or pledged by the Executive.

    6.  Severability.  Any provision in this agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffec-
tive only to the extent of such prohibition or unenforceability without
invalidating or affecting the remaining provisions  hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

    7.  Controlling Law.  This agreement shall in all respects be governed
by, and construed in accordance with, the laws of the State of Delaware.

    IN WITNESS WHEREOF, the parties have executed this agreement on the date
set out above.

                                               MAYTAG CORPORATION

                                        By ___________________________
                                             XXXXXXXXXXXXXXXX , CEO

                                             ___________________________
                                             XXXXXXXXXXXXXX, Executive       

                                       October 27, 1993

CONFIDENTIAL
                                       HAND DELIVERED

Mr. J. A. Schiller

Dear Jerry:

    Maytag's letter to you dated July 20, 1993, as supplemented by my letter
of August 3, 1993, documented the future employment arrangement between you
and Maytag Corporation, the terms of which you have accepted.  Since that
time, it has been determined that there will be greater demand on your
services than was contemplated on July 20, 1993.  In recognition of this
changed condition and because that greater performance by you will delay your
hip replacement until Spring 1994, it has been agreed that the letter of July
20, 1993 will be revised and restated as follows:

    1.  You will continue in your present position until October 31, 1993 at
        your current base salary and benefits.

    2.  You will resign your position as Director and Executive Vice
        President/Chief Financial Officer (CFO) of Maytag Corporation and all
        other director, trustee, and officer positions you presently hold in
        subsidiary and associated companies, effective November 1, 1993,
        except you will continue to serve as Maytag's representative on the
        Maytag Corporation Foundation Board through March 31, 1994, and on
        the AMAC and Amerivend boards through December 31, 1994, unless you
        are relieved of these assignments earlier at the election of Maytag's
        CEO.  You may be asked to continue Board Committee involvement until
        a new Chief Financial Officer is employed.

    3.  Effective November 1, 1993, you will be employed by Maytag
        Corporation as a salaried consultant, working under the supervision
        and direction of the Chief Executive Officer, Maytag Corporation,
        until May 31, 1995, at which time you will retire from the
        Corporation.  We anticipate that your services as a consultant and
        acting CFO will be required on an approximately full-time basis until
        no later than March 31, 1994, and thereafter on a part-time basis
        until no later than May 31, 1995.  After March 31, 1994, reasonable
        notice will be given before consulting assignments so as not to
        conflict with plans you may have already made.  Thirty days' notice
        will be given for extensive assignments, such as trips overseas. 
        Maytag will provide you with appropriate office and secretarial
        support reasonably required to perform your duties.

Page 2
October 27, 1993

    4.  In your position as consultant, you will receive your present base
        salary through December 31, 1993.  Effective January 1, 1994, your
        base salary will increase to $334,500 per annum, payable monthly,
        through May 31, 1995.  Should you die prior to June 1, 1995, your
        base salary will cease as of the date of death.  During the period in
        which you are employed as a consultant, your salary and benefits will
        not be reduced should you be unable to perform your duties due to
        disability.  Your accrued but unused vacation entitlement as of
        October 31, 1993 will be paid to you within ten days following that
        date.  No vacation will accrue during the consulting period.  

        Bonus for 1993, computed and payable under the terms of the
        Corporation's 1993 Annual Management Incentive Plan, using your
        current base salary and an individual performance rating of 100%,
        will be paid at the time of the normal bonus payout (subject to
        applicable withholdings).

        You will not participate in the Corporation's 1994 or 1995 Annual
        Management Incentive Plans; however, you will be entitled to receive
        a bonus for 1994 computed and paid as if it were under the terms of
        the 1994 Plan, using $334,500 as your base salary and an individual
        performance rating of 100% pro-rated through June 30, 1994 and
        payable at the time of the normal bonus payout (subject to applicable
        withholdings).

        You will not participate in the Corporation's 1993 and 1994 Stock
        Incentive Award Plans; however, you will be paid a cash amount equal
        to the amount you would have received had you participated in such
        Plans, pro-rated through June 30, 1994.  These payments, including
        dividend equivalents, will be made at the normal payout dates
        according to the plans subject to normal withholding.

    5.  You will receive the Corporation's normal benefits package through
        May 31, 1995, subject to normal employee contributions.  Effective
        June 1, 1995, you will be provided with post-retirement medical
        coverage as outlined in the "Medical Coverage for 'Grandfathered'
        Retirees" furnished to you on July 20, 1993.

Page 3
October 27, 1993

    6.  Your retirement benefits, effective June 1, 1995, will not be reduced
        due to your age but will be calculated as though you were then 65 and
        will be based on the average of the highest three years of qualified
        earnings from the four years, 1991, 1992, 1993, and 1994, including
        consulting compensation from October 31 through December 31, 1994.   
        Benefits normally accrued under the Pension Plan will be paid monthly
        from the Plan.  The difference between the amount paid from the
        Pension Plan Trust Fund and benefits provided by this paragraph will
        be paid by Maytag Corporation.

    7.  If there is a stock option granted by Maytag Corporation in 1993 to
        executive officers of Maytag Corporation, you will be included under
        the terms of such grant.  You will have until the time specified in
        the option agreements for retirees to exercise those stock options
        currently granted to you, but in no event can such options be
        exercised after the expiration date of the option and rights
        specified in the applicable option agreement.

    8.  The Corporation will also:

        a. pay for the services of a retirement consultant of your choosing
           up to $5,000,

        b. pay for the service of an outplacement firm of your choice to
           assist you in search for director and/or consultant positions, at
           a cost of up to $25,000,

        c. provide, at its expense, its standard individual, foundations and
           trusts tax returns preparation by Ernst & Young for you for the
           tax years 1993, 1994, and 1995.

        d. allow you to replace your appliances under the Executive Appliance
           Test Program, subject to applicable tax withholdings, at anytime
           prior to May 31, 1995, and make no payment to the Corporation for
           such appliances when you retire.

        e. maintain the current Executive Severance Agreement using 1993 as a
           base year, between you and the Corporation until December 31,
           1994, at which time it will terminate if it has not been activated
           as a result of a "change in control."  For the purposes of this
           paragraph "using 1993 as a base year" means that all of your
           salary and benefits in place on January 1, 1994 will be included
           on an annual basis as though you had not changed employment status
           on October 31, 1993; i.e., full annual consideration.

Page 4
October 27, 1993

        f. at your request, recommend to the Compensation Committee that you
           be authorized to receive a lump-sum payment of your balance in the
           Capital Accumulation Plan anytime after May 31, 1995.

     If the foregoing accurately reflects your understanding and agreement,
and after consulting with your attorney, please ratify and confirm the
Agreement which accompanied my letter of July 20, 1993, which you previously
executed and delivered, by signing and returning a copy of this letter to me.

                                       Sincerely,

JON/jb

Agreed ______________________, 1993

___________________________________    
      Jerry A. Schiller                                                       

 

Basic Info X:

Name: EXECUTIVE SEVERANCE AGREEMENT
Type: SEVERANCE AGREEMENT
Date: March 31, 1994
Company: MAYTAG CORP
State: Delaware

Other info:

Date:

  • 65th birthday
  • February 1 , 1987
  • August 3 , 1993
  • Spring 1994
  • November 1 , 1993
  • March 31 , 1994
  • October 27 , 1993 4
  • December 31 , 1993
  • June 30 , 1994
  • October 27 , 1993 6
  • June 1 , 1995
  • four years , 1991 , 1992
  • 1993 , 1994
  • 1995.
  • December 31 , 1994
  • January 1 , 1994
  • October 31 , 1993
  • May 31 , 1995
  • July 20 , 1993

Organization:

  • Supplemental Executive Retirement Plans
  • Dental , Vision
  • Long Term Disability Coverage
  • Employee Benefit Plans
  • Sale of Principal Residence
  • Internal Revenue Service
  • Board of Directors of the Company
  • Guaranty of Employment
  • the State of Delaware
  • Maytag Corporation Foundation Board
  • Chief Financial Officer
  • Ernst & Young

Location:

  • Delaware
  • Jasper County
  • Iowa

Money:

  • $ 334,500
  • $ 5,000
  • $ 25,000

Person:

  • Robert L. Chaplin
  • John P. Cunningham
  • Joseph F. Fogliano
  • Mark A. Garth
  • Brian A. Girdlestone
  • Edward H. Graham
  • Leonard A. Hadley
  • Richard J. Haines
  • Gerald J. Kamman
  • Donald M. Lorton
  • Carl R. Moe
  • Jon O. Nicholas
  • Jerry K. Rinehart
  • Carlton F. Zacheis
  • Robert F. Dunkerley
  • Nelson E. Wooldridge
  • A. Schiller Dear Jerry
  • Jerry A. Schiller

Percent:

  • 20 %
  • 100 %