WHIRLPOOL CORP /DE/ — Director's Dealing 2005

Mar 17, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WHIRLPOOL CORP /DE/ (WHR)
CIK: 0000106640
Period of Report: 2005-03-15

Reporting Person: TODMAN MICHAEL (EXECUTIVE VICE PRESIDENT)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-03-15	Common Stock	A	2.576	—	Acquired	405.738	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-03-15	Deferred Phantom ESAP Stock in WEDSP	$	A	19.126	Acquired		Common ()	Direct
2005-03-15	Phantom Restricted Shares (Special Retention Program)	$	A	91.9	Acquired		Common ()	Direct
2005-03-15	Phantom Restricted (Career) Stock	$	A	165.94	Acquired		Common ()	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10281	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Restricted Shares (Strategic Excellence Program)	$		Common (3240)	3240	Direct
Deferred Phantom ESAP Stock in WEDSP II	$		Common ()	579.6	Direct
Phantom Restricted Shares (Special Retention Program)	$		Common (30000)	30000	Direct
Phantom Restricted Shares (Special Retention Program)	$		Common (13875)	13875	Direct
Employee Stock Option (Right to Buy)	$		Common (5500)	5500	Direct
Employee Stock Option (Right to Buy)	$		Common (22000)	22000	Direct
Employee Stock Option (Right to Buy)	$		Common (22000)	22000	Direct
Employee Stock Option (Right to Buy)	$		Common (22000)	22000	Direct
Employee Stock Option (Right to Buy)	$		Common (27000)	27000	Direct
Employee Stock Option (Right to Buy)	$		Common (27000)	27000	Direct
Employee Stock Option (Right to Buy)	$		Common (10282)	10282	Direct

Footnotes

F1: 9,708 shares are held in the name of the undersigned's broker.

F2: The securities herein were acquired on 03/15/05 pursuant to the Plan indicated in Column 7 at $66.317740 per share in transactions exempt from Section 16(b) pursuant to Rule 16(b)-3(c).

F3: As of 03/15/05, there are 405.738 shares held in the account of the undersigned pursuant to the Plan indicated in Column 7.

F4: 3,240 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.

F5: Grant of 19.126 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 03/15/05, 2,976.628 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

F6: 579.60 phantom shares deferred under the Executive Deferred Savings Plan II in transactions exempt under Rule 16b-3. As of 03/15/05, 579.60 total phantom shares deferred.

F7: 30,000 phantom stock shares (Special Retention Program) awarded on 06/14/2004 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.

F8: Grant of 91.90 phantom shares of common stock ("dividend equivalents") based on original deferred of phantom restricted shares (Special Retention Program) awarded under the Whirlpool Corporation 1998 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). As of 03/15/05, 14,066.56 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

F9: 13,875 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.

F10: Grant of 165.94 phantom shares of common stock ("dividend equivalents") based on original grant of 20,000 phantom stock shares (Career Stock Award) under the Whirlpool 1989 Omnibus Stock & Incentive Plan in transactions exempt under Rule 16(b)-3(c). 4,000 phantom shares are currently vested, with the remaining shares becoming vested as follows: 4,000 shares on 7/1/05; and 12,000 shares on retirement after age 60. As of 03/15/05, 25,399.31 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

F11: 5,500 option shares awarded on 6/15/98 at the option price of $63.13 per share with tax withholding rights. All shares are currently exercisable and will expire 10 years from date of grant.

F12: 22,000 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.

F13: 22,000 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.

F14: 22,000 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.

F15: 27,000 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.

F16: 27,000 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.

F17: 10,282 option shares with cashless exercise and tax withholding rights awarded on 02/16/04 at the option price of $72.94 per share. 3,428 shares are currently exercisable, with the remaining shares becoming ercisable 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.