PERFORMANCE UNIT AWARD AGREEMENT November 12, 2004

Exhibit 1.01(B)

PERFORMANCE UNIT AWARD AGREEMENT

November 12, 2004

Pursuant to the terms and conditions of the Maytag 2002 Employee and Director Stock Incentive Plan (the “Plan”) and the attached Summary of Award Terms (the “Summary”), which Summary constitutes part of this Award Agreement, you have been granted Performance Units (the “Units”) by Maytag Corporation. Please read the Plan and Summary carefully, and sign the attached statement below to confirm your acceptance of the Units on the terms set forth in the Plan and this Award Agreement (including the Summary). The grant of this Award will become effective only upon your return of the statement below and your execution of “Confidentiality, Intellectual Property Rights, and Non-Competition Agreements,” in the form required by Maytag.

By my signature below, I hereby acknowledge receipt of the Units granted on the date shown above, which have been issued to me under the terms and conditions of the Plan. I further acknowledge that copies of the Summary, the Plan, and the Plan prospectus were made available to me. I acknowledge that I have carefully reviewed the Summary, the Plan, and the Plan prospectus, and agree to all of the terms and conditions of the Summary, which Summary constitutes a part of this Award Agreement, and of the Plan. I understand that the Units are subject to forfeiture in accordance with the terms set forth in the Summary. I acknowledge that this Award is contingent upon my submission of executed “Confidentiality, Intellectual Property Rights, and Non-Competition Agreements.” I further acknowledge and agree with the following: (i) subject to the terms of the Plan, Maytag Corporation reserves the right to terminate or amend the Plan at any time; (ii) the grant of these Units does not obligate Maytag Corporation to make award grants in future years to me or to any other person; and (iii) the grant of these Units is extraordinary and not part of my normal or expected compensation and is not intended or interpreted to be an ongoing acquired right of mine.

Please sign and return this agreement to [Human Resources (Newton)] by ____________________

Maytag Corporation

Performance Unit Summary of Award Terms

November 12, 2004

All Performance Units are granted pursuant to the Maytag Corporation 2002 Employee and Director Stock Incentive Plan (the “Plan”) approved by the stockholders of Maytag Corporation (“Maytag”) on May 9, 2002. Capitalized terms that are not defined in this document have the meanings set forth in the Plan.

AMENDMENT TO RIGHTS AGREEMENT

Amendment, dated as of November 15, 2004 (this “Amendment”), between Maytag Corporation, a Delaware corporation (the “Company”), and Harris Trust and Savings Bank, as Rights Agent (“Harris Trust”) to the Agreement, dated as of February 12, 1998, between the Company and Harris Trust (the “Rights Agreement”).

WHEREAS, the Company desires to amend clause (i) of section 7(a) of the Rights Agreement;

WHEREAS, Harris Trust desires to resign as Rights Agent (as defined in the Rights Agreement), the Company desires to appoint Computershare Investor Services, LLC (“Computershare”) as successor Rights Agent, and Computershare desires to accept such appointment;

WHEREAS, the Rights Agreement requires, inter alia, for any Rights Agent at the time of its appointment as such to have a combined capital and surplus of $50 million;

WHEREAS, Computershare has informed the Company that while it expects to have a combined capital and surplus of $50 million in 2005 it does not presently have a combined capital and surplus of $50 million but does presently have a combined capital and surplus in excess of $10 million;

WHEREAS, the Company desires to amend the Rights Agreement to reduce the required combined capital and surplus to $10 million so as to permit the appointment of Computershare as successor Rights Agent; and

WHEREAS, as of the date hereof there is not an Acquiring Person (as defined in the Rights Agreement).

NOW, THEREFORE, in consideration of the premises and mutual agreements contained in the Rights Agreement and in this Amendment, the parties agree as follows:

(i) the Close of Business on December 31, 2005 (the “Final Expiration Date”),

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.