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WHIRLPOOL CORP /DE/ Director's Dealing 2007

Feb 16, 2007

31015_dirs_2007-02-16_82f55a87-03f1-4229-845d-1e82c177bb15.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: Bitzer Marc R (EXECUTIVE VICE PRESIDENT)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2007-02-14 Common Stock M 561 Acquired 13007 Direct
2007-02-14 Common Stock F 283 $91.89 Disposed 12724 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2007-02-14 Phantom Restricted Shares (Strategic Excellence Program) $ M 561 Disposed Common (561) Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Restricted (Career) Stock $ Common () 23309.67 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 (12000) 12000 Direct
Employee Stock Option (Right to Buy) $ Common (3563) 3563 Direct
Employee Stock Option (Right to Buy) $ Common (6932) 6932 Direct

Footnotes

F1: Payment of 561 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 transaction 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: 12,167 shares are held in the name of the undersigned's broker.

F4: 561 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 transactions exempt under Rule 16(b)-3(c). Time restrictions on these shares lapsed on 02/14/2007.

F5: 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 12/15/06, the latest date for which information is reasonably available, 23,309.67 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

F6: 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.

F7: 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.

F8: 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.

F9: 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. All shares are currently exercisable and will expire 10 years from the date of grant.

F10: 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.