WHIRLPOOL CORP /DE/ — Director's Dealing 2006

Feb 17, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WHIRLPOOL CORP /DE/ (WHR)
CIK: 0000106640
Period of Report: 2006-02-14

Reporting Person: Yaggi William T (EXECUTIVE VICE PRESIDENT)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-14	Common Stock	M	164	—	Acquired	3652	Direct
2006-02-14	Common Stock	M	57	$86.63	Disposed	3595	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-14	Phantom Restricted Shares (Strategic Excellence Program)	$	A	493.5	Acquired		Common ()	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	251.534	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Restricted Shares (Strategic Excellence Program)	$		Common (658)	658	Direct
Employee Stock Option (Right to Buy)	$		Common (3000)	3000	Direct
Employee Stock Option (Right to Buy)	$		Common (7500)	7500	Direct
Employee Stock Option (Right to Buy)	$		Common (9000)	9000	Direct
Employee Stock Option (Right to Buy)	$		Common (18000)	18000	Direct
Employee Stock Option (Right to Buy)	$		Common (4178)	4178	Direct
Deferred Phantom ESAP Stock in WEDSP	$		Common ()	958.268	Direct
Deferred Phantom ESAP Stock in WEDSP II	$		Common ()	514.562	Direct
Phantom Restricted Stock (Special Retention Program)	$		Common ()	7630.39	Direct
Phantom Restricted Stock (Special Retention Program)	$		Common (7400)	7400	Direct
Phantom Restricted Stock (Special Retention Program)	$		Common (20000)	20000	Direct

Footnotes

F1: Payment of 164 shares of common stock for which time restrictions lapsed on 02/14/2006 relating to the 2004 SEP award made under the Whirlpool Corporation 2002 Omnibus Stock & Incentive Plan in a transaction exempt under Rule 16b-3. These shares were reported in Table II as derivative securities in prior filings.

F2: Pursuant to the Company's Plan provisions, the Company paid $86.63 per share for tax withholding purposes relating to the payment of common stock under the 2004 SEP award for which restrictions lapsed. See Footnote 1.

F3: 3,488 shares are held in a brokerage account in the undersigned's name.

F4: As of 12/15/05, the latest date for which information is reasonably available, there are 251.534 shares held in the account of the undersigned pursuant to the Plan indicated in Column 7.

F5: Deferral of a 2004 SEP award payment owed due to the lapse of restrictions on 02/14/2006. The 2004 SEP award was made under the Whirlpool Corporation 2002 Omnibus Stock & Incentive Plan in a transaction exempt under Rule 16b-3. These shares were reported in Table II as derivative securities in prior filings.

F6: 658 phantom stock shares (Strategic Excellence Program) awarded on 02/14/2005 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.

F7: 3,000 option shares awarded on 06/15/1998 at the option price of $63.13 per share with tax withholding rights. All shares are currently exercisable and will expire 10 years from the date of grant.

F8: 7,500 option shares awarded on 02/19/2001 at the option price of $54.07 per share with cashless exercise and tax withholding rights. All shares are currently exercisable and will expire 10 years from the date of grant.

F9: 9,000 option shares awarded on 02/18/2002 at the option price of $67.29 per share with cashless exercise and tax withholding rights. All shares are currently exercisable and will expire 10 years from the date of grant.

F10: 18,000 option shares awarded on 02/17/2003 at the option price of $49.60 per share with cashless exercise and tax withholding rights. All shares are currently exercisable and will expire 10 years from the date of grant.

F11: 4,178 option shares awarded on 02/16/2004 at the option price of $72.94 per share with cashless exercise and tax withholding rights. 2,785 shares are currently exercisable with the remaining shares becoming exercisable on 02/16/2007. The options will expire 10 years from the date of grant.

F12: 891.44 phantom shares deferred under the Executive Deferred Savings Plan in transactions exempt under Rule 16b-3. As of 12/15/05, the latest date for which information is reasonably available, 958.268 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

F13: 506 phantom shares deferred under the Executive Deferred Savings Plan in transactions exempt under Rule 16b-3. As of 12/15/05, the latest date for which information is reasonably available, 514.562 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

F14: Original deferral of 7,400 phantom restricted share (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, the latest date for which information is reasonably available, 7,630.390 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

F15: 7,400 phantom stock shares (Special 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 02/18/2008. Participants may elect to defer receipt of vested shares. Dividend equivalents on deferred stock will be invested in additional stock.

F16: 20,000 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 & 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.