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^*

BARRETT R STEPHEN JR

(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)
	EVP and Chief Financial Officr

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2004

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	02/16/2004		M⁽¹⁾		1,824	A	$72.94	7,342	D⁽³⁾
Common Stock	02/16/2004		M⁽¹⁾		635	D	$70.66⁽²⁾	6,707	D⁽³⁾

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)
Employee Stock Option (Right to Buy)	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common	25,000		25,000	D
Phantom Restricted (Career) Stock	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common	⁽⁵⁾		20,718.87⁽⁵⁾	D
Phantom Restricted Shares (Special Retention Program)	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common	20,000		20,000	D
Employee Stock Option (Right to Buy)	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common	23,000		23,000	D
Deferred phantom ESAP stock in EDSP	⁽⁸⁾	02/16/2004		A⁽⁸⁾		5,474.25		⁽⁸⁾	⁽⁸⁾	Common	⁽⁸⁾	$0	5,474.25⁽⁸⁾	D
Employee Stock Option (Right to Buy)	$72.94⁽⁹⁾	02/16/2004		A⁽⁹⁾		8,520		⁽⁹⁾	⁽⁹⁾	Common	8,520	$0	8,520	D

Explanation of Responses:

1. Settlement of 2001-2003 ESAP award for 1,189 shares of common stock made under the Whirlpool Corporation 1996 Omnibus Stock and Incentive Plan in a transaction exempt under Rule 16b-3.

2. Pursuant to the Company's Plan provisions, the Company paid $70.66 per share for performance-based phantom stock awarded under the 2001-2003 ESAP settlement for tax withholding purposes in a transaction exempt under Rule 16b-3.

3. 5,518 shares are held in the name of the undersigned's broker.

4. 25,000 option shares with cashless exercise and tax withholding rights awarded on 09/01/02 at the option price of $55.63 per share. 12,500 shares are currently exercisable, with an additional 12,500 shares becoming exercisable on 09/01/04. The options will expire 10 years from date of grant.

5. Original grant of 20,000 phantom stock shares (Career Stock Award) awarded under the Whirlpool 1996 Omnibus Stock & Incentive Plan in transactions exempt under Rule 16(b)-3(c). Phantom shares will become vested as follows: 8,000 shares on 09/01/07; 8,000 shares on 09/01/11; and 4,000 shares on retirement after age 60. As of 12/15/03, 20,718.87 total phantom shares deferred.

6. 20,000 phantom stock shares (Special Retention Program) awarded on 09/01/02 under the Whirlpool Corporation 1998 Omnibus Stock & Incentive Plan in transactions exempt under Rule 16(b)-3(c). Shares will become vested as follows: 50% on 09/01/05; and 50% on 09/01/09. Participants may elect to defer receipt of vested shares. Dividend equivalents will be invested in additional stock.

7. 23,000 option shares with cashless exercise and tax withholding rights awarded on 02/17/03 at the option price of $49.60 per share. Shares will become exercisable as follows: 11,500 shares are currently exercisable with the remaining 11,500 shares becoming exercisable on 02/17/05. The options will expire 10 years from date of grant.

8. Deferral of 5,474.25 phantom stock awarded on 02/16/04 by the Human Resources Committee of the Board of Directors pursuant to the 1996 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16b-3. As of 2/16/04, 5,474.25 total phantom shares deferred.

9. 8,520 option shares with cashless exercise and tax withholding rights awarded on 02/16/04 at the option price of $72.94 per share. Shares will become exercisable as follows: one-third on 02/16/05; one-third on 02/16/06; and one-third on 02/16/07. The options will expire 10 years from date of grant.

Remarks:

	Robert T. Kenagy, Corporate Secretary	02/18/2004
	** 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).
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