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: PERIQUITO PAULO F M O (EXECUTIVE VICE PRESIDENT)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-15	Phantom Restricted (Career) Stock	$	A	245.24	Acquired		Common ()	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	96138	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Restricted Shares (Strategic Excellence Program)	$		Common (3888)	3888	Direct
Phantom Restricted Shares (Special Retention Program)	$		Common (25000)	25000	Direct
Employee Stock Option (Right to Buy)	$		Common (15000)	15000	Direct
Employee Stock Option (Right to Buy)	$		Common (5000)	5000	Direct
Employee Stock Option (Right to Buy)	$		Common (15000)	15000	Direct
Employee Stock Option (Right to Buy)	$		Common (33000)	33000	Direct
Employee Stock Option (Right to Buy)	$		Common (33000)	33000	Direct
Phantom Restricted Shares (Special Retention Program)	$		Common (18500)	18500	Direct
Employee Stock Option (Right to Buy)	$		Common (33000)	33000	Direct
Employee Stock Option (Right to Buy)	$		Common (33000)	33000	Direct
Employee Stock Option (Right to Buy)	$		Common (33000)	33000	Direct
Employee Stock Option (Right to Buy)	$		Common (12339)	12339	Direct

Footnotes

F1: 3,000 shares are held in the name of the undersigned's broker.

F2: 3,888 phantom stock shares (Strategic Excellence Program) awarded on 02/14/05 under the Whirlpool Corporation 2002 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.

F3: 50,000 phantom stock shares (Special Retention Program) awarded on 10/16/01 under the Whirlpool Corporation 1998 Omnibus Stock and Incentive Program in transactions exempt under Rule 16(b)-3(c). Remaining phantom shares will vest on 10/16/05. Participants may elect to defer receipt of vested shares. Dividend equivalents will be invested in additional stock.

F4: 15,000 option shares awarded on 4/15/97 at the option price of $45.75 per share with tax withholding rights. All shares are currently exercisable, and will expire 10 years from date of grant.

F5: 5,000 option shares awarded on 7/10/97 at the option price of $52.19 per share with tax withholding rights. All shares are currently exercisable, and will expire 10 years from date of grant.

F6: Grant of 245.24 phantom shares of common stock ("dividend equivalents") based on original grant of 40,000 phantom stock shares (Career Stock Award) awarded under the Whirlpool 1989 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16b-3(c). 30,000 phantom shares are currently vested, with the remaining shares becoming vested as follows: 10,000 shares on retirement after age 60. As of 12/15/05, 48,219.82 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

F7: 15,000 option shares with cashless exercise and tax withholding rights awarded on 6/15/98 at the option price of $63.13 per share. All shares are currently exercisable, and will expire 10 years from date of grant.

F8: 33,000 option shares with cashless exercise and tax withholding rights awarded on 4/5/99 at the option price of $52.28 per share. All shares are currently exercisable, and will expire 10 years from date of grant.

F9: 33,000 option shares with cashless exercise and tax withholding rights awarded on 2/14/00 at the option price of $52.19 per share. All shares are currently exercisable, and will expire 10 years from date of grant.

F10: 18,500 phantom stock shares (Special Retention Program) awarded on 02/19/01 under the Whirlpool Corporation 1998 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Phantom shares will become vested as follows: 50% on 2/19/08. Participants may elect to defer receipt of vested shares. Dividend equivalents will be invested in additional stock.

F11: 33,000 option shares with cashless exercise and tax withholding rights awarded on 2/19/01 at the option price of $54.07 per share. All shares are currently exercisable, and will expire 10 years from date of grant.

F12: 33,000 option shares with cashless exercise and tax withholding rights awarded on 2/18/02 at the option price of $67.29 per share. All shares are currently exercisable and will expire 10 years from date of grant.

F13: 33,000 option shares with cashless exercise and tax withholding rights awarded on 2/17/03 at the option price of $49.60 per share. All shares are currently exercisable and will expire 10 years from date of grant.

F14: 12,339 option shares with cashless exercise and tax withholding rights awarded on 02/16/04 at the option price of $72.94 per share. 4,113 shares are currently exercisable, with the remaining shares 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.