WHIRLPOOL CORP /DE/ — Director's Dealing 2006

Aug 11, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WHIRLPOOL CORP /DE/ (WHR)
CIK: 0000106640
Period of Report: 2006-08-10

Reporting Person: Bitzer Marc R (EXECUTIVE VICE PRESIDENT)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-08-10	Common Stock	P	2000	$75.00	Acquired	12446	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Restricted (Career) Stock	$		Common ()	23076.53	Direct
Phantom Restricted Shares (Strategic Excellence Program)	$		Common (561)	561	Direct
Employee Stock Option (Right to Buy)	$		Common (12000)	12000	Direct
Employee Stock Option (Right to Buy)	$		Common (3563)	3563	Direct
Phantom Restricted Shares (Special Retention Program)	$		Common (9250)	9250	Direct
Phantom Restricted Shares (Special Retention Program)	$		Common (20000)	20000	Direct
Employee Stock Option (Right to Buy)	$		Common (6932)	6932	Direct

Footnotes

F1: Open market purchase of shares.

F2: 12,167 shares are held in the name of the undersigned's broker.

F3: Original grant of 20,000 phantom stock shares (Career Stock Award) awarded under the Whirlpool Corporation 1989 Omnibus Stock & Incentive Plan in transactions exempt under Rule 16(b)-3(c). 8,000 phantom shares are currently vested, with the remaining shares becoming vested as follows: 8,000 shares on 08/24/2010; and 4,000 shares on retirement after age 60. As of 06/15/06, the latest date for which information is reasonably available, 23,076.53 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

F4: 561 phantom stock shares (Strategic Excellence Program) awarded on 02/14/05 under the SEP 2004 grant made pursuant to the 2002 Whirlpool Corporation Omnibus Stock & Incentive Plan in transactions exempt under Rule 16(b)-3(c). Time restrictions on these shares will lapse on 02/14/2007.

F5: 12,000 option shares awarded on 02/18/2002 at the option price of $69.54 per share with cashless exercise and tax withholding rights. All shares are currently exercisable and will expire 10 years from the date of grant.

F6: 3,563 option shares awarded on 02/16/2004 at the option price of $75.32 per share with cashless exercise and tax withholding rights. 2,375 shares are currently exercisable with the remaining one-third shares becoming exercisable on 02/16/07. The options will expire 10 years from the date of grant.

F7: 9,250 phantom stock shares (Strategic Retention Program) awarded under the Whirlpool Corporation 1998 Omnibus Stock & Incentive Plan in transactions exempt under Rule 16(b)-3(c). Shares will vest on 02/19/2008. Participants may elect to defer receipt of vested shares. Dividend equivalents on deferred stock will be invested in additional stock.

F8: 20,000 phantom stock shares (Strategic 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 & 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.

F9: 6,932 option shares with cashless exercise and tax withholding rights awarded on 02/20/2006 at the option price of $89.16 per share. Shares will become exercisable as follows: one-third on 02/20/2007; one-third on 02/20/2008 and one-third on 02/20/2009. The options will expire 10 years from the date of grant.