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WHIRLPOOL CORP /DE/ Director's Dealing 2007

Feb 16, 2007

31015_dirs_2007-02-16_d3f5e466-6d65-406f-bad4-88bdcfd156fa.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WHIRLPOOL CORP /DE/ (WHR)
CIK: 0000106640
Period of Report: 2007-02-14

Reporting Person: SWIFT DAVID L (Director, PRESIDENT WHIRLPOOL N. AMER)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2007-02-14 Common Stock M 466 Acquired 6951 Direct
2007-02-14 Common Stock F 162 $91.89 Disposed 6789 Direct
2007-02-16 Common Stock M 3591 $72.94 Acquired 10380 Direct
2007-02-16 Common Stock S 1691 $92.29 Disposed 8689 Direct
2007-02-16 Common Stock S 400 $92.28 Disposed 8289 Direct
2007-02-16 Common Stock S 200 $92.26 Disposed 8089 Direct
2007-02-16 Common Stock S 400 $92.25 Disposed 7689 Direct
2007-02-16 Common Stock S 800 $92.24 Disposed 6889 Direct
2007-02-16 Common Stock S 100 $92.22 Disposed 6789 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2007-02-14 Phantom Restricted Shares (Strategic Excellence Program) $ M 1866 Disposed Common (1866) Direct
2007-02-14 Phantom Restricted Shares (Strategic Excellence Program) $ A 1399.88 Acquired Common () Direct
2007-02-16 Employee Stock Option (Right to Buy) $ M 3591 Disposed Common (3591) Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Deferred Phantom ESAP Stock in WEDSP II $ Common () 751.604 Direct
Phantom Restricted Shares (Special Retention Program) $ Common () 12893.32 Direct
Phantom Restricted (Career) Stock $ Common () 28156.37 Direct
Phantom Restricted Shares (Special Retention Program) $ Common (12500) 12500 Direct
Phantom Restricted Shares (Special Retention Program) $ Common (30000) 30000 Direct
Phantom Restricted Shares (Maytag Recognition Awards) $ Common (15000) 15000 Direct
Employee Stock Option (Right to Buy) $ Common (20600) 20600 Direct

Footnotes

F1: Payment of 466 shares of common stock for which time restrictions lapsed on 02/14/2007 relating to the 2004 SEP award made under the Whirlpool Corporation 2002 Omnibus Stock and Incentive Plan in a transactin exempt under Rule 16b-3. These shares were reported in Table II as a derivative securities in prior filings.

F2: Pursuant to the Company's Plan provisions, the Company paid $91.89 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. A fractional share was paid in cash to recipient.

F3: Cashless exercise of 3,591 shares and immediate sale through broker of an award granted on 02/16/2004 at the option price of $72.94 per share with the cashless exercise and tax withholding rights. All shares were exercisable and would have expired 10 years from the date of grant.

F4: 5,181 shares are held in name of the undersigned's broker.

F5: 1,866 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 and Incentive Plan in transaction exempt under Rule 16(b)-3(c). Time restrictions on these shares lapsed on 02/14/2007.

F6: Deferral of a 2004 SEP award payment owed due to the lapse of restrictions on 02/14/2007. The 2004 SEP award was made under the Whirlpool Corporation 2002 Omnibus Stock and Incentive Plan in a transaction exempt under Rule 16b-3. These shares were reported in Table II as derivative securities in prior filings. As of 02/14/2007, a total of 2,827.957 phantom shares have been deferred from all awards, which includes dividend equivalents earned in phantom restricted stock.

F7: 724.50 phantom shares deferred under the Executive Deferred Savings Plan II in transactions exempt under Rule 16b-3. As of 12/15/06, the latest date for which information is reasonably available, 751.604 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

F8: Deferral of 12,266.37 phantom restricted shares (Special Retention Program) awarded under the 1998 Whirlpool Corporation Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). As of 12/15/06, the latest date for which information is reasonably available, 12,893.32 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

F9: 25,000 phantom stock shares (Career Stock Award) awarded under the 1996 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Phantom shares will become vested as follows: 10,000 shares on 11/26/10; and 5,000 shares on retirement after age 60. As of 12/15/06, the latest date for which information is reasonably available, 28,156.37 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

F10: 12,500 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 11/26/08. Participants may elect to defer receipt of vested shares. Dividend equivalents on deferred stock will be invested in additional stock.

F11: 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.

F12: Award of 15,000 phantom stock shares (Maytag Recognition Awards) on 08/13/2006 under the Whirlpool Corporation 2002 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Restrictions will lapse on the award on 08/13/2009. Dividend equivalents will be paid annually in cash.

F13: 20,600 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 02/20/2007; and one-third on 02/20/2009. The options will expire 10 years from the date of grant.