WHIRLPOOL CORP /DE/ — Director's Dealing 2005

Feb 16, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WHIRLPOOL CORP /DE/ (WHR)
CIK: 0000106640
Period of Report: 2005-02-14

Reporting Person: HU MARK K (EXECUTIVE VICE PRESIDENT)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-14	Common Stock	M	815	$63.24	Acquired	815	Direct
2005-02-14	Common Stock	M	269	$67.99	Disposed	546	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-14	Phantom Restricted Shares (Strategic Excellence Program)	$	A	1584	Acquired		Common (1584)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Restricted Shares (Special Retention Program)	$		Common (10000)	10000	Direct
Employee Stock Option (Right to Buy)	$		Common (20000)	20000	Direct
Employee Stock Option (Right to Buy)	$		Common (5027)	5027	Direct

Footnotes

F1: Settlement of 2002-2004 ESAP award for 546 shares of common stock made under the Whirlpool Corporation 1996 Omnibus Stock and Incentive Plan in a transaction exempt under Rule 16b-3.

F2: Pursuant to the Company's Plan provisions, the Company paid $67.99 per share for performance-based phantom stock awarded under the 2002-2004 ESAP settlement for tax withholding purposes in a transaction exempt under Rule 16b-3.

F3: 1,584 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.

F4: 10,000 phantom stock shares (Special Retention Program) awarded on 01/05/2004 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 01/05/2007 and 50% on 01/05/2011. Participants may elect to defer receipt of vested shares. Dividend equivalents on deferred stock will be invested in additional stock.

F5: 20,000 option shares with cashless exercise and tax withholding rights awarded on 01/05/2004 at the option price of $71.80 per share. 10,000 shares are currently exercisable with the remaining 10,000 shares becoming exercisable on 01/05/2006. The options will expire 10 years from the date of grant.

F6: 5,027 option shares with cashless exercise and tax withholding rights awarded on 02/16/2004 at the option price of $72.94 per share. 1,676 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 the date of grant.