SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TEMPLIN ROY W

(Last)

(First)

(Middle)

WHIRLPOOL CORPORATION

2000 M-63N

(Street)

BENTON HARBOR

49022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WHIRLPOOL CORP /DE/ [ WHR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President and CFO

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/01/2007		M⁽¹⁾		10,000	A	⁽¹⁾	12,059	D⁽²⁾
Common Stock	09/01/2007		M⁽¹⁾		3,785	D	⁽¹⁾	8,274	D⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Restricted Shares (Special Retention Program)	⁽¹⁾	09/01/2007		M⁽¹⁾			10,000	⁽¹⁾	⁽¹⁾	Common	10,000	$0	10,000	D
Deferred Phantom ESAP Stock in WEDSP II	⁽³⁾							⁽³⁾	⁽³⁾	Common	⁽³⁾		300.374⁽³⁾	D
Phantom Restricted Shares (Special Retention Program)	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common	15,000		15,000	D
Phantom Restricted Shares (Strategic Excellence Program)	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common	5,397		5,397	D
Phantom Restricted Shares (Maytag Recognition Awards)	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common	15,000		15,000	D
Employee Stock Option (Right to Buy)	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common	10,000		10,000	D
Employee Stock Option (Right to Buy)	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common	2,664		2,664	D
Employee Stock Option (Right to Buy)	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common	9,300		9,300	D
Employee Stock Option (Right to Buy)	⁽¹⁰⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common	10,600		10,600	D

Explanation of Responses:

1. Settlement of 50% of a special retention award for 10,000 shares of common stock under the Whirlpool Corporation 1998 Omnibus Stock & Incentive Plan in a transaction exempt under Rule 16b-3 (see Table II for disposition of derivative securities (10,000 shares of phantom restricted stock)). Of the 10,000 shares received, 3,785 shares were sold to the Company pursuant to the Company's Plan provisions under a tax withholding right. Participants may elect to defer receipt of vested shares. Dividend equivalents on deferred stock will be invested in additional stock. Restrictions lapse on the remaining 50% of this award on 09/01/2011.

2. 1,475 shares are held in the name of the undersigned's broker.

3. 287 phantom shares deferred under the Executive Deferred Savings Plan II in transactions exempt under Rule 16b-3. As of 6/15/2007, the latest date for which information is reasonably available, 300.374 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

4. Award of 15,000 phantom stock shares (Special Retention Program) on 06/19/2007 under the Whirlpool Corporation 2007 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Shares will become vested as follows: 50% on 06/19/2010; and 50% on 06/19/2014. Recipient will receive stock award upon vesting.

5. 5,397 phantom stock shares (Strategic Excellence Program) awarded on 02/19/2007 under the SEP 2006 grant of contingent shares made pursuant to the 2002 Whirlpool Corporation Omnibus Stock and Incentive Plan in transaction exempt under Rule 16(b)-3(c). Time restrictions will lapse and shares will become vested on 02/19/2009.

6. 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.

7. 10,000 option shares with cashless exercise and tax withholding rights awarded on 07/01/2003 at the option price of $62.98 per share. All shares are currently exercisable, and will expire 10 years from date of grant.

8. 2,664 option shares with cashless exercise and tax withholding rights awarded on 02/16/04 at the option price of $72.94 per share. All shares are currently exercisable and will expire 10 years from date of grant.

9. 9,300 option shares with cashless exercise and tax withholding rights awarded on 02/20/2006 at the option price of $89.16 per share. 3.100 shares are currently exercisable with the remaining shares to become exercisable as follows: one-third on 02/20/2008; and one-third on 02/20/2009. The options will expire 10 years from the date of grant.

10. 10,600 option shares awarded on 02/19/2007 at the option price of $94.47 per share with cashless exercise and tax withholding rights. Shares will become exercisable as follows: one-third on 02/19/2008; one-third on 02/19/2009; and one-third on 02/19/2010. The options will expire 10 years from the date of grant.

Remarks:

	/s/ Daniel F. Hopp, Corporate Secretary	09/05/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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