WHIRLPOOL CORP /DE/ — Director's Dealing 2005

Dec 16, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WHIRLPOOL CORP /DE/ (WHR)
CIK: 0000106640
Period of Report: 2005-12-15

Reporting Person: TEMPLIN ROY W (Vice President and CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-15	Deferred Phantom ESAP Stock in WEDSP II	$	A	1.453	Acquired		Common ()	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1475	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Restricted Shares (Strategic Excellence Program)	$		Common (839)	839	Direct
Phantom Restricted Shares (Special Retention Program)	$		Common (20000)	20000	Direct
Employee Stock Option (Right to Buy)	$		Common (10000)	10000	Direct
Employee Stock Option (Right to Buy)	$		Common (2664)	2664	Direct

Footnotes

F1: 680 shares are held in the name of the undersigned's broker.

F2: Grant of 1.453 phantom shares of common stock ("dividend equivalents") based on phantom shares deferred under the Executive Deferred Savings Plan II in transactions exempt under Rule 16b-3. As of 12/15/05, 291.857 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

F3: 839 phantom stock shares (Strategic Excellence Program) awarded on 02/14/05 under the 2002 Whirlpool Corporation Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Time restrictions will lapse and shares will become vested as follows: 50% on 02/14/06; and 50% on 02/14/07.

F4: Award of 20,000 phantom stock shares (Special Retention Program) on 08/02/04 with the effective date of the award to be 09/01/04 under the Whirlpool Corporation 2002 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Shares will become vested as follows: 50% on 09/01/2007 and 50% on 02/01/2011. Participants may elect to defer receipt of vested shares. Dividend equivalents on deferred stock will be invested in additional stock.

F5: 10,000 option shares with cashless exercise and tax withholding rights awarded on 07/01/2003 at the option price of $62.98 per share. 5,000 shares are currently exercisable, with the remaining 5,000 shares becoming exercisable on 07/01/2005. The options will expire 10 years from date of grant.

F6: 2,664 option shares with cashless exercise and tax withholding rights awarded on 02/16/04 at the option price of $72.94 per share. 888 shares are currently exercisable, with the remaining share to become exercisable as follows: one-third on 02/16/06; and one-third on 02/16/07. The options will expire 10 years from date of grant.