2005 Incentive Compensation Plan for CEO

EXHIBIT 10.1


MAYTAG CORPORATION

2002 EMPLOYEE AND DIRECTOR STOCK INCENTIVE PLAN

CHAIRMAN & CEO 2005 INCENTIVE COMPENSATION PLAN

You have been selected to be a recipient of an award under the Maytag Corporation 2002 Employee and Director Stock Incentive Plan (the " Plan" ), as specified below:


Awardee: Ralph F. Hake

Date of Award: January 1, 2005

Performance Period: January 1, 2005 through December 31, 2005


THIS AGREEMENT, effective as of the Date of Award set forth above, is between Maytag Corporation, a Delaware corporation (the " Corporation" ), and the Awardee named above pursuant to the provision of the Plan. The parties hereto agree as follows:

1. Employment by the Company and its Subsidiaries. The Chairman & CEO 2005 Incentive Compensation Plan award made hereunder is awarded on the condition that the Awardee remain in the employ of the Company and its Subsidiaries (as defined in the Plan) from the Date of Award through (and including) the remainder of the Performance Period as specified above.

However, neither such condition nor the award under the Chairman & CEO 2005 Incentive Compensation Plan shall impose upon the Company and its Subsidiaries any obligation to retain the Awardee in its employ for any given period or upon any specific terms of employment. 2. Metrics and Payout. The Committee has established various levels of performance attainment as set forth in the table later in this Section 2, using consolidated comparative net income as the prescribed metric. As indicated in the table, there are five separate performance Measurement Periods.

Measurement Periods 1-4: Each quarter has a Threshold Performance Level and an Achievement Performance Level tied to a respective Threshold Payout Accrual and an Achievement Payout Accrual. The Payout Accrual for each quarter for performance falling between each Threshold Performance Level and Achievement Performance Level will be calculated using straight-line interpolation.

Measurement Period 5: The full year has a Threshold Performance Level, an Achievement Performance Level, and a Maximum Performance Level tied to a respective Threshold Payout Accrual, Achievement Payout Accrual, and Maximum Payout Accrual. The Payout Accrual for performance falling between the Threshold Performance Level and Achievement Performance Level and between the Achievement Performance Level and the Maximum Performance Level will be calculated using straight-line interpolation.


The Total Payout Accrual will be calculated by adding the Payout Accruals for each quarter and for the f ...