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BOARD EFFECTIVENESS RATINGS COMMENT

Comment from the Maytag Corporation: 

Maytag would like to state its position on the shareholder proposals:

Maytag's Board did respond to the shareholder proposal that passed in 2001 and 2002 relating to elimination of supermajority voting provisions by placing two supermajority voting provisions in Maytag's Restated Certificate of Incorporation on the ballot for the 2003 Annual Meeting for repeal. Articles Ninth and Article Eleventh both related to certain business combinations and the vote necessary to approve them. Article Ninth passed and Article Eleventh failed. Consequently, Maytag has filed an amendment carrying out that shareholder action, repealing Article Ninth.

Maytag's Board carefully considered the other two proposals that passed in 2001 and 2002 - to eliminate a classified board and to require a shareholder vote on Shareholder Rights Plans. For the reasons indicated in the Proxy, the Board did not believe it was in the best interest of shareholders to implement those proposals. In essence, Maytag's Board feels the classified board and the Shareholder Rights Plans are essential tools in the hands of an independent board (9 out of 10 directors are independent) dealing with potential acquirers. Maytag has communicated with the shareholder representative (John Chevedden) regarding the board's reasons for failure to adopt the shareholder proposals.
 

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