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^*

FETTIG JEFF M

(Last)

(First)

(Middle)

WHIRLPOOL CORPORATION

2000 M-63N

(Street)

BENTON HARBOR, MI

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHAIRMAN AND CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2006

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	02/14/2006		M⁽¹⁾		1,625	A	⁽¹⁾	43,108	D⁽³⁾
Common Stock	02/14/2006		M⁽¹⁾		564	D	$86.63⁽²⁾	42,544	D⁽³⁾
Common Stock								10	I⁽⁴⁾	Held by Son
Common Stock								2,812.239⁽⁵⁾	I	401(k) Stock Fund

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 (Strategic Excellence Program)	⁽⁶⁾	02/14/2006		A⁽⁶⁾		4,875		⁽⁶⁾	⁽⁶⁾	Common	4,875	$0	4,875⁽⁶⁾	D
Phantom Restricted Shares (Strategic Excellence Program)	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common	6,500		6,500	D
Phantom Restricted Shares (Special Retention Program)	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common	45,000		45,000	D
Phantom Restricted Shares (Special Retention Program)	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common	23,125		23,125	D
Phantom Restricted Shares (Special Retention Program)	⁽¹⁰⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common	⁽¹⁰⁾		15,761.81⁽¹⁰⁾	D
Employee Stock Option (Right to Buy)	⁽¹¹⁾							⁽¹¹⁾	⁽¹¹⁾	Common	17,500		17,500	D
Employee Stock Option (Right to Buy)	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Common	20,500		20,500	D
Phantom Restricted (Career) Stock	⁽¹³⁾							⁽¹³⁾	⁽¹³⁾	Common	⁽¹³⁾		64,583.5⁽¹³⁾	D
Deferred Phantom ESAP Stock in WEDSP	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Common	⁽¹⁴⁾		6,473.938⁽¹⁴⁾	D
Employee Stock Option (Right to Buy)	⁽¹⁵⁾							⁽¹⁵⁾	⁽¹⁵⁾	Common	18,000		18,000	D
Employee Stock Option (Right to Buy)	⁽¹⁶⁾							⁽¹⁶⁾	⁽¹⁶⁾	Common	50,000		50,000	D
Deferred EDSP-Purchase of phantom Whirlpool stock	⁽¹⁷⁾							⁽¹⁷⁾	⁽¹⁷⁾	Common	⁽¹⁷⁾		5,810.574⁽¹⁷⁾	D
Employee Stock Option (Right to Buy)	⁽¹⁸⁾							⁽¹⁸⁾	⁽¹⁸⁾	Common	64,000		64,000	D
Employee Stock Option (Right to Buy)	⁽¹⁹⁾							⁽¹⁹⁾	⁽¹⁹⁾	Common	70,000		70,000	D
Employee Stock Option (Right to Buy)	⁽²⁰⁾							⁽²⁰⁾	⁽²⁰⁾	Common	70,000		70,000	D
Employee Stock Option (Right to Buy)	⁽²¹⁾							⁽²¹⁾	⁽²¹⁾	Common	70,000		70,000	D
Employee Stock Option (Right to Buy)	⁽²²⁾							⁽²²⁾	⁽²²⁾	Common	40,000		40,000	D

Explanation of Responses:

1. Payment of 1,625 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 a derivative securities in prior filings.

2. 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.

3. 41,483 shares are held in the name of the undersigned's broker.

4. The reporting person disclaims beneficial ownership of all securities held by his children, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

5. As of 12/15/05, the latest date for which information is reasonably available, there are 2,812.239 shares held in the account of the undersigned pursuant to the Plan indicated in Column 7.

6. 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.

7. 6,500 phantom stock shares (Strategic Excellence Program) awarded on 02/14/2005 under the SEP 2004 grant made pursuant to the 2002 Whirlpool Corporation's Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Time restrictions on these remaining shares will lapse on 02/14/2007.

8. 45,000 phantom stock shares (Special Retention Program) awarded on 06/14/04 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.

9. 23,125 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 02/19/08. Participants may elect to defer receipt of vested shares. Dividend equivalents on deferred stock will be invested in additional stock.

10. Original deferral of 15,000 phantom restricted shares (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, 15,761.81 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

11. 17,500 option shares with cashless exercise and tax withholding rights awarded on 6/18/96 at the option price of $50.44 per share. All shares are currently exercisable and will expire 10 years from date of grant.

12. 20,500 option shares with cashless exercise and tax withholding rights awarded on 4/15/97 at the option price of $45.75 per share. All shares are currently exercisable and will expire 10 years from date of grant.

13. 50,000 phantom stock shares (Career Stock Award) awarded under the 1996 Whirlpool Omnibus Stock & Incentive Plan in transactions exempt under Rule 16b-3(c). 40,000 phantom shares are currently vested, with the remaining shares becoming vested as follows: 10,000 shares on retirement after age 60. As of 12/15/05, the latest date for which information is reasonably available, 64,583.50 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

14. 5,177.04 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, 6,473.938 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

15. 18,000 option shares with cashless exercise and tax withholding rights awarded on 6/15/98 at the option price of $63.13 per share. All shares are currently exercisable and will expire 10 years from date of grant.

16. 50,000 option shares with cashless exercise and tax withholding rights awarded on 4/5/99 at the option price of $52.28 per share. All shares are currently exercisable and will expire 10 years from date of grant.

17. Original deferral of 4,972.906 phantom shares in the Executive Deferred Savings Plan on 8/10/99 in a transaction exempt under Rule 16b-3. As of 12/15/05, the latest date for which information is reasonably available, 5,810.574 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

18. 64,000 option shares with cashless exercise and tax withholding rights awarded on 2/14/00 at the option price of $52.19 per share. All shares are currently exercisable and will expire 10 years from date of grant.

19. 70,000 option shares with cashless exercise and tax withholding rights awarded on 2/19/01 at the option price of $54.07 per share. All shares are currently exercisable and will expire 10 years from date of grant.

20. 70,000 option shares with cashless exercise and tax withholding rights awarded on 2/18/02 at the option price of $67.29 per share. All shares are currently exercisable, and will expire 10 years from date of grant.

21. 70,000 option shares with cashless exercise and tax withholding rights awarded on 2/17/03 at the option price of $49.60 per share. All shares are currently exercisable and will expire 10 years from date of grant.

22. 40,000 option shares with cashless exercise and tax withholding rights awarded on 02/16/04 at the option price of $72.94 per share. 16,667 shares are currently exercisable, with the remaining one-third becoming exercisable on 02/16/2007. The options will expire 10 years from date of grant.

Remarks:

	/s/ Robert T. Kenagy	02/16/2006
	** Signature of Reporting Person	Date
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