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: FETTIG JEFF M (Director, Chairman, Pres & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-12-15	Common Stock	A	8.477	—	Acquired	2812.239	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-15	Phantom Restricted Shares (Special Retention Program)	$	A	80.15	Acquired		Common ()	Direct
2005-12-15	Phantom Restricted (Career) Stock	$	A	328.41	Acquired		Common ()	Direct
2005-12-15	Deferred Phantom ESAP Stock in WEDSP	$	A	32.227	Acquired		Common ()	Direct
2005-12-15	Deferred EDSP-Purchase of phantom Whirlpool stock	$	A	31.436	Acquired		Common ()	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	41483	Direct
Common Stock	10	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Restricted Shares (Strategic Excellence Program)	$		Common (13000)	13000	Direct
Phantom Restricted Shares (Special Retention Program)	$		Common (45000)	45000	Direct
Phantom Restricted Shares (Special Retention Program)	$		Common (23125)	23125	Direct
Employee Stock Option (Right to Buy)	$		Common (17500)	17500	Direct
Employee Stock Option (Right to Buy)	$		Common (20500)	20500	Direct
Employee Stock Option (Right to Buy)	$		Common (18000)	18000	Direct
Employee Stock Option (Right to Buy)	$		Common (50000)	50000	Direct
Employee Stock Option (Right to Buy)	$		Common (64000)	64000	Direct
Employee Stock Option (Right to Buy)	$		Common (70000)	70000	Direct
Employee Stock Option (Right to Buy)	$		Common (70000)	70000	Direct
Employee Stock Option (Right to Buy)	$		Common (70000)	70000	Direct
Employee Stock Option (Right to Buy)	$		Common (40000)	40000	Direct

Footnotes

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

F2: The reporting person disclaims beneficial ownership of all securities held by his children, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F3: The securities herein were acquired on 12/15/05 pursuant to the Plan indicated in Column 7 at $85.95039 per share in transactions exempt from Section 16(b) pursuant to Rule 16(b)-3(c).

F4: As of 12/15/05, there are 2,812.239 shares held in the account of the undersigned pursuant to the Plan indicated in Column 7.

F5: 13,000 phantom stock shares (Strategic Excellence Program) awarded on 02/14/05 under the 2002 Whirlpool Corporation's 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.

F6: 45,000 phantom stock shares (Special Retention Program) awarded on 06/14/04 with the effective date of the award to be 07/01/2004 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 07/01/2007 and 50% on 07/01/2011. Participants may elect to defer receipt of vested shares. Dividend equivalents on deferred stock will be invested in additional stock.

F7: 23,125 phantom stock shares (Special Retention Program) awarded under the Whirlpool Corporation 1998 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Shares will vest on 02/19/08. Participants may elect to defer receipt of vested shares. Dividend equivalents on deferred stock will be invested in additional stock.

F8: Grant of 80.15 phantom shares of common stock ("dividend equivalents") based on original deferral of 15,000 phantom restricted shares (Special Retention Program) awarded under the Whirlpool Corporation 1998 Omnibus Stock & Incentive Plan in transactions exempt under Rule 16(b)-3(c). As of 12/15/05, 15,761.81 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

F9: 17,500 option shares with cashless exercise and tax withholding rights awarded on 6/18/96 at the option price of $50.44 per share. All shares are currently exercisable and will expire 10 years from date of grant.

F10: 20,500 option shares with cashless exercise and tax withholding rights awarded on 4/15/97 at the option price of $45.75 per share. All shares are currently exercisable and will expire 10 years from date of grant.

F11: Grant of 328.41 phantom shares of common stock ("dividend equivalents") based on original grant of 50,000 phantom stock shares (Career Stock Award) awarded under the 1996 Whirlpool Omnibus Stock & Incentive Plan in transactions exempt under Rule 16b-3(c). 40,000 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, 64,583.50 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

F12: Grant of 32.227 phantom shares of common stock ("dividend equivalents") based on phantom shares deferred under the Executive Deferred Savings Plan in transactions exempt under Rule 16b-3. As of 12/15/05, 6,473.938 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

F13: 18,000 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.

F14: 50,000 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.

F15: Grant of 31.436 phantom shares of common stock ("dividend equivalents") based on original deferral of 4,972.906 phantom shares in the Executive Deferred Savings Plan on 8/10/99 in a transaction exempt under Rule 16b-3. As of 12/15/05, 5,810.574 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

F16: 64,000 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.

F17: 70,000 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.

F18: 70,000 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.

F19: 70,000 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.

F20: 40,000 option shares with cashless exercise and tax withholding rights awarded on 02/16/04 at the option price of $72.94 per share. 13,334 shares are currently exercisable, with the remaining shares becoming 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.